Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material pursuant to §240.14a-12 |
BEST BUY CO., INC. | |||||
(Name of Registrant as Specified In Its Charter) | |||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
| | No fee | ||||
| | Fee paid previously with preliminary materials | ||||
☐ | | | Fee computed on table |
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![]() | BEST BUY CO., INC. | ||||
7601 Penn Avenue South Richfield, Minnesota 55423 | | | |||
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Time: | | | 9:00 a.m., Central Time, on | | ||||
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| Internet: | | | Submit pre-meeting questions online by visiting www.proxyvote.comand | | |||
| Items of Business: | | | 1. | | | To elect the | |
| | | 2. | | | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending | | |
| | | 3. | | | To conduct a non-binding advisory vote to approve our named executive officer compensation. | | |
| | | 4. | | | To vote on a shareholder proposal, if properly presented at the meeting. | | |
| | | 5. | | | To transact such other business as may properly come before the meeting. | | |
| Record Date: | | | You may vote if you were a shareholder of Best Buy Co., Inc. as of the close of business on Monday, April | | |||
| Proxy Voting: | | | Your vote is important. You may vote via proxy as a shareholder of record: | | |||
| | | 1. | | | By visiting www.proxyvote.com on the internet; | | |
| | | 2. | | | By calling (within the U.S. or Canada) toll-free at 1-800-690-6903; or | | |
| | | 3. | | | By signing and returning your proxy card if you have received paper materials. | |
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| By Order of the Board of Directors | | |||
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| Richfield, Minnesota | | Todd G. Hartman | | |
April 30, 2024 | | | Secretary | |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE REGULAR MEETING OF SHAREHOLDERS TO BE HELD ON JUNE | |
| This Notice of Form 10-K for the fiscal year ended |
• | We invite you to attend the 2024 Regular Meeting of Shareholders (the “Meeting”) virtually. There will not be a physical meeting. You will be able to attend the Meeting virtually, vote your shares electronically, and submit your questions during the Meeting by visiting: www.virtualshareholdermeeting.com/BBY2024 and following the instructions on your proxy card. |
• | A replay of the Meeting will be available on www.investors.bestbuy.com. |
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| Patrick Doyle, Chair of the Board | | | David Kenny, Chair of the Board - Elect | |
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| Item Number | | | Item Description | | | Board Recommendation | |
| 1 | | | Election of Directors | | | FOR Each Nominee | |
| | | We have eleven director nominees standing for election this year. More information about our nominees’ qualifications and experience can be found starting on page 26. | | | | ||
| 2 | | | Ratification of Appointment of our Independent Registered Public Accounting Firm | | | FOR | |
| | | We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025, as described on page 47. | | | | ||
| 3 | | | Advisory Vote to Approve Named Executive Officer Compensation | | | FOR | |
| | | We are seeking, in an advisory capacity, approval by our shareholders of our named executive officer compensation, the “Say on Pay” vote. Our Compensation Discussion & Analysis (“CD&A”), which begins on page 49, describes our executive compensation programs and decisions for fiscal 2024. | | | | ||
| 4 | | | Shareholder Proposal - Shareholder Opportunity to Vote on Excessive Golden Parachutes, if properly presented | | | AGAINST | |
| | | We are seeking your vote against the shareholder proposal requesting that our Board adopt a policy to seek shareholder approval of any senior manager’s new or renewed pay package that provides for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. The proposal and our opposition statement can be found starting on page 83. | | | |
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| Board Structure | | | | | | |||||
| • | | | Independent Chair | | | • | | | All Independent Committees | |
| • | | | Annual Director Elections | | | • | | | No Director Related Party Transactions | |
| • | | | Robust Annual Board Evaluation Process | | | • | | | Director Overboarding Policy | |
| • | | | Majority Vote for Directors | | | • | | | Director Retirement Policy | |
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| Shareholder Rights | | | Compensation | | ||||||
| • | | | No Cumulative Voting Rights | | | • | | | Pay for Performance Compensation Programs | |
| • | | | No Poison Pill | | | • | | | Anti-Hedging and Anti-Pledging Policies | |
| • | | | Proxy Access By-Laws | | | • | | | Clawback Policies for both Cash and Equity Awards, Including a Policy Compliant with the Dodd-Frank Act | |
| • | | | No Supermajority Voting Provisions in our Articles of Incorporation (“Articles”) | | | • | | | Stock Ownership Guidelines for Directors and Executives | |
| • | | | No Exclusive Forum/Venue or Fee-Shifting Provisions | | | | | |
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| Service Type | | | Fiscal 2024 | | | Fiscal 2023 | |
| Audit Fees | | | $3,665,000 | | | $3,420,000 | |
| Audit-Related Fees | | | 364,000 | | | 382,000 | |
| Tax Fees | | | 0 | | | 45,000 | |
| Other Fees | | | 11,000 | | | 0 | |
| Total Fees | | | $4,040,000 | | | $3,847,000 | |
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| Compensation Component | | | Key Characteristics | | | Purpose | |
| Base Salary | | | Cash | | | Provide competitive, fixed compensation to attract and retain executive talent. | |
| Short-Term Incentive | | | Cash award paid based on achievement of various performance metrics | | | Create a strong financial incentive for achieving or exceeding Company performance goals. | |
| Long-Term Incentive | | | Stock options, performance-conditioned time-based restricted shares, time-based restricted shares and performance share awards | | | Create a strong financial incentive for increasing shareholder value, encourage ownership stake, and promote retention. | |
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| Item | | | Vote Required | | | Voting Options | | | Board Recommendation(1) | | | Broker Discretionary Voting Allowed(2) | | | Impact of Abstain Vote | |
Item 1 – The election of the | | | The affirmative vote of a |
votes cast with respect to the director. | | | “FOR” “AGAINST” “ABSTAIN” | | | FOR | | | No | | | None | |
Item 2 – The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending |
February 1, 2025 | | | The affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on this item of business or, if greater, the vote required is a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum at the Annual Meeting. | | | FOR | | | Yes | | | Against | |
Item 3 – The non-binding advisory vote to approve our named executive officer | | | FOR | | | No | | | Against | | |||
| Item 4 – Shareholder Proposal regarding Shareholder Opportunity to Vote on Excessive Golden Parachutes | | | AGAINST | | | No | | | Against | |
(1) | If you are a record holder and you sign and submit your proxy card without indicating your voting instructions, your shares will be voted in accordance with the Board’s recommendation. |
(2) | A broker non-vote will not count as a vote for or against a director and will have no effect on the outcome of the election of the eleven director nominees disclosed in this proxy statement. A broker non-vote will have no effect on Items 1, 3 and 4 unless a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum at the Meeting is required in order to approve the item as described in the “Vote Required” column above, in which case a broker non-vote will have the same effect as a vote “Against”. |
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• | Via the internet at www.proxyvote.com; |
• | By attending the virtual Meeting, which qualifies as being present in person, and voting online at www.virtualshareholdermeeting.com/BBY2024. |
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Name | Age | Director Since | Position/Company | Independence | Current Committees | Other For-Profit Directorships (*Public Company) |
Lisa M. Caputo | 52 | 2009 | Executive Vice President, Marketing & Communications The Travelers Companies, Inc. | ü | Nominating, Corporate Governance & Public Policy Compensation & Human Resources | — |
J. Patrick Doyle | 52 | 2014 | President & CEO Domino’s Pizza, Inc. | ü | Audit Finance & Investment Policy | Domino’s Pizza, Inc.* |
Russell P. Fradin | 60 | 2013 | Operating Partner Clayton, Dubilier & Rice | ü | Compensation & Human Resources (Chair) | — |
Kathy J. Higgins Victor | 59 | 1999 | President & Founder Centera Corporation | ü | Compensation & Human Resources Nominating, Corporate Governance & Public Policy (Chair) | — |
Hubert Joly | 56 | 2012 | Chairman & CEO Best Buy Co., Inc. | — | None | Ralph Lauren Corporation* |
David W. Kenny | 54 | 2013 | General Manager IBM Watson, IBM | ü | Audit (Chair) Compensation & Human Resources | SessionM |
Karen A. McLoughlin | 51 | 2015 | Chief Financial Officer Cognizant Technology Solutions Corp. | ü | Audit Finance & Investment Policy | — |
Thomas L. Millner | 62 | 2014 | President & CEO Cabela’s Inc. | ü | Audit Nominating, Corporate Governance & Public Policy | Cabela’s Inc.* Total Wine & More |
Claudia F. Munce | 56 | 2016 | Venture Advisor New Enterprise Associates | ü | Audit Finance & Investment Policy | Bank of the West |
Gérard R. Vittecoq | 67 | 2008 | Group President & Executive Office Member (Retired) Caterpillar, Inc. | ü | Audit Finance & Investment Policy (Chair) | Ariel Compressors Vanguard Logistics Services Mantrac Group |
Independence | Average Tenure | Average Age | Gender Diversity | |||
90% | 4.7 years | 57 years | 40% |
Name and Principal Position | Salary | Stock Awards(1) | Option Awards(1) | Short-Term Incentive Plan Payout | All Other Compensation | Total | |||||||||||||||||||
![]() | Hubert Joly Chairman and Chief Executive Officer | $ | 1,175,000 | $ | 8,011,688 | $ | 1,842,715 | $ | 3,814,050 | $ | 29,028 | $ | 14,872,481 | ||||||||||||
![]() | Sharon L. McCollam Chief Administrative and Chief Financial Officer | $ | 925,000 | $ | 3,039,724 | $ | 1,397,391 | $ | 2,251,913 | $ | 9,669 | $ | 7,623,697 | ||||||||||||
![]() | Shari L. Ballard President, U.S. Retail | $ | 790,385 | $ | 2,672,270 | $ | 1,228,476 | $ | 1,927,311 | $ | 24,641 | $ | 6,643,083 | ||||||||||||
![]() | R. Michael Mohan Chief Merchandising Officer | $ | 790,385 | $ | 1,336,135 | $ | 614,238 | $ | 1,927,311 | $ | 10,323 | $ | 4,678,392 | ||||||||||||
![]() | Keith Nelsen General Counsel and Secretary | $ | 640,385 | $ | 1,102,314 | $ | 506,742 | $ | 1,027,899 | $ | 10,482 | $ | 3,287,822 |
| Board Leadership & Composition | | |||
| • | | | Our Board is currently led by an independent Chair. Whenever our Chair is not independent, a Lead Independent Director ensures independent oversight of management. | |
| • | | | All of our director nominees, other than the CEO, are independent. | |
| • | | | Our Board places an emphasis on diverse representation among its members. Seven of our eleven director nominees are women, and four of our eleven nominees are ethnically diverse. | |
| • | | | The average tenure of our director nominees is approximately 5.3 years, with a balance of skills, new perspectives and historical knowledge. | |
| • | | | All Committees are comprised exclusively of independent directors. | |
| • | | | Our directors are required to retire at the expiration of their term during which they reach the age of 72. Additionally, our directors must tender their resignation for consideration: (a) five years after ceasing the principal career they held when they joined our Board, (b) when their principal employment, public company board membership or other material affiliation changes, or (c) if they receive less than a majority of votes cast for his or her election. | |
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| • | | | We conduct a robust annual Board, individual director and CEO evaluation process, and periodically engage an independent third party to provide independent assessments of Board and director performance. An independent consultant-managed evaluation and assessment was conducted in fiscal 2023. | |
| • | | | None of our directors are involved in a material related party transaction. | |
| • | | | Our directors and officers are prohibited from hedging and pledging Company securities. | |
| • | | | Our directors and executive officers are required to comply with stock ownership guidelines. | |
| • | | | Our Board has adopted Corporate Governance Principles as part of its commitment to good governance practices. These principles are available on our website at | |
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| • | | We have | | |
| • | | We have proxy access provisions consistent with market practice (3/3/20/20). | | |
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| • | | A shareholder(s) | | |
| • | | We do not have supermajority shareholder vote requirements in our Articles. | | |
• | | We engage with shareholders to solicit feedback, address questions and | |||
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— | has in the past three years: |
— | is currently: |
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| Committee | | |||||||||||||||
Key Responsibilities | | Committee Members | | | Number of Meetings held in Fiscal | | |||||||||||
| Audit | | | • | | | Assists the Board in its oversight of: | Mario J. Marte*† Karen A. McLoughlin† Claudia F. Munce Steven E. Rendle Melinda D. Whittington† | | | 9 | | |||||
| | • | | | the integrity of our financial statements and financial reporting processes; | ||||||||||||
| | • | | | our internal accounting systems and financial and operational controls; | ||||||||||||
| | • | | | our legal compliance and ethics programs, including our legal, regulatory and risk oversight requirements, and the major risks facing the Company (including risks related to finance, operations and privacy), related party transactions and our Code of Ethics; | | |||||||||||
| | | • | | | our cybersecurity risk management practices and disclosures related thereto; | | ||||||||||
| | | • | | | the qualifications and independence of our independent registered public accounting firm; and | |||||||||||
| | • | | | the performance of our internal audit function and our independent registered public accounting | ||||||||||||
Is responsible for the | |||||||||||||||||
| Compensation & Human Resources | | | • | | | Determines executive officer compensation and executive officer and director compensation philosophies, evaluates the performance of our CEO, approves CEO and executive officer compensation, and oversees preparation of a report as required by the SEC to be included in this proxy statement. | | | David W. Kenny* Lisa M. Caputo David C. Kimbell Richelle P. Parham Sima D. Sistani Eugene A. Woods(1) | | | 4 | | |||
| | Reviews and recommends director compensation for Board approval. | | ||||||||||||||
| • | | | Is responsible for succession planning and compensation-related risk oversight. | |||||||||||||
• | | | Approves and oversees the development and evaluation of equity-based and other incentive compensation and certain other employee benefit plans. | ||||||||||||||
| • | | | Oversees the development of an inclusive and diverse Company culture. | |
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| Committee | | | Key Responsibilities | | | Committee Members | | | Number of Meetings held in Fiscal 2024 | | ||||||
| Finance & Investment Policy | | • | | | Provides oversight of, and advises the Board regarding, our financial policies and financial condition to help enable us to achieve our long-range goals. | Karen A. McLoughlin* David C. Kimbell Claudia F. Munce Steven E. Rendle Melinda D. Whittington Eugene A. Woods(1) | | | 4 | | ||||||
| | Oversees, evaluates and monitors the: (i) protection and safety of our cash and investments; (ii) achievement of reasonable returns on financial assets within acceptable risk tolerance; (iii) maintenance of adequate liquidity to support our activities; (iv) assessment of the cost and availability of capital; and (v) alignment of our strategic goals and financial resources. | |||||||||||||||
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| | Is responsible for | |||||||||||||||
| Nominating, Corporate Governance & Public Policy | • | | | Identifies and recommends director nominees, reviews and recommends corporate governance principles | | Lisa M. Caputo* David W. Kenny Mario J. Marte Richelle P. Parham Sima D. Sistani | | 4 | | |||||||
• | | | Assists the Board with general corporate governance, including Board organization, membership, training and evaluation. | ||||||||||||||
• | | | Oversees |
* | Chair |
† | Designated as an |
(1) | Mr. Woods is not standing for re-election at the Meeting, at which time his term will expire. |
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| Responsible Party | | | Oversight for Cybersecurity and Privacy | |
| Board of Directors | | | Overall responsibility for enterprise risks | |
| Audit Committee | | | Primary oversight responsibility for cyber/information security programs, assessment of cyber threats and defenses and privacy initiatives. | |
| Management | | | The Chief Risk Officer, Chief Compliance Officer, Chief Information Security Officer, and other senior members of the cybersecurity and compliance teams are responsible for identifying and managing risks related to these areas. | |
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![]() NON-INDEPENDENT DIRECTOR Best Buy June 2019 Committees: • None Age: 49 Education: • College of St. Benedict Other Public Boards: • Domino’s Pizza, Inc. | Corie S. Barry | | |
Ms. Barry brings over 20 years of executive leadership experience to the Board, as well as expertise in retail operations and finance. She has held a variety of financial and operational roles since joining Best Buy in 1999. Those roles include the oversight of such areas as strategic transformation and growth, digital and technology, global finance, investor relations, enterprise risk and compliance, integration management, and Best Buy Health. She has an extensive knowledge of the business and was key in leading Best Buy through its transformation. Growth / Transformation Experience With Best Buy’s purpose to enrich lives through technology always at the forefront, Ms. Barry helped develop the company’s successful transformation strategy and now leads the execution of its growth strategy. She helped Best Buy launch its In-Home Consultation program, rebuild its membership offerings, and expand into the health space. Finance Expertise As Best Buy’s Chief Financial Officer from 2016 to 2019, Ms. Barry brings strong financial acumen to the Board. She previously served as Senior Vice President of Domestic Finance. She worked at Deloitte & Touche as an auditor before joining Best Buy. Knowledge of Best Buy and the Industry As Best Buy’s CEO since 2019, Ms. Barry has extensive knowledge of the Company, its business partners, and the broader consumer electronics industry in which it competes. She has a track record of advocating for and mentoring women in the workplace and the community. | |||
Experience | Director Qualifications | | |
• Chief Executive Officer, Best Buy Co., Inc. (2019-present) • Chief Financial Officer (2016-2019) & Strategic Transformation Officer (2018-2019), Best Buy Co., Inc. • Chief Strategic Growth Officer & interim President, Services, Best Buy Co., Inc. (2015-2016) • Senior Vice President, Domestic Finance, Best Buy Co., Inc. (2013-2015) • Vice President, Chief Financial Officer & Business Development, Home Business Group, Best Buy Co., Inc. (2012-2013) • Vice President, Finance – Home Customer Solutions Group, Best Buy Co., Inc. (2010-2012) | • Business Operations • Chief Executive Officer • Customer Engagement & Marketing • Digital & E-Commerce • Finance • Philanthropy & Nonprofits • Retail & Consumer Goods • Technology • Cybersecurity | |
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![]() INDEPENDENT DIRECTOR Executive Vice President and Chief Marketing, Communications and Customer Experience Director since: December 2009 Committees: • Compensation • Nominating (Chair) Age: 60 Education: • Brown University • Northwestern University Other Public Boards: • None | Lisa M. Caputo | | |
Ms. Caputo brings more than 25 years of private/public sector leadership experience in government affairs, communications, marketing, digital, customer experience, and corporate responsibility and sustainability to the Board. She has advised CEOs, built successful social impact strategies, and enhanced customer, employee and community engagement at global organizations. Her time working in President Bill Clinton’s administration gives her expertise in public affairs issues. Marketing / Customer Ms. Caputo’s deep expertise has been invaluable to Best Buy’s efforts to broaden its brand, rejuvenate the customer experience and transform its marketing, digital and communications efforts to drive growth. Her perspective gained from driving innovation efforts at Travelers is helpful as Best Buy develops growth initiatives in its strategy. Ms. Caputo also spent 11 years at Citigroup, advising three CEOs on topics from marketing and communications to government affairs and community relations. Corporate Public Affairs / Government Affairs In addition to having held senior executive roles at Walt Disney Co. and CBS Corp., Ms. Caputo spent more than a decade in the public sector, serving as Deputy Assistant to President Bill Clinton and Press Secretary to First Lady Hillary Rodham Clinton. Her diverse public/private background lends an important voice to the Board. Corporate Responsibility & Sustainability Ms. Caputo has an exceptional track record throughout her career of enhancing community, customer and employee engagement, building social impact strategies and leading corporate responsibility and sustainability as well as community relations. She has been key in the development and execution of the Company’s CR&S initiatives. | |||
Experience | | ||
• Executive Vice President and Chief Marketing, Communications and Customer Experience Officer of The Travelers Companies, Inc., a property casualty insurer (2011-present) • Managing Director and Senior Banker of the Public Sector Group of the Institutional Clients Group of Citigroup, Inc., a financial services company (2010-2011) • Global Chief Marketing Officer and Executive Vice President of Citigroup, Inc. (2007-2010) • Chief Marketing and Community Relations Officer, Global Consumer Group, Citigroup, Inc. (2005-2007) • Founder, Chairman and Chief Executive Officer of Citi's Women & Co., a membership service that provides financial education and services for women (2000-2011) | • Marketing • Government and Public Affairs • Communications • Corporate Responsibility & Sustainability • Customer Experience & Engagement • Digital • Financial Services • Media & Entertainment • Employee Experience • Philanthropy & Non-Profits | |
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![]() INDEPENDENT DIRECTOR Nielsen Director since: September 2013 Committees: • Compensation (Chair) • Nominating Age: 62 Education: • GM Institute (Kettering University) • Harvard University Other Public Boards: • None | David W. Kenny | | |
CEO / Executive Leadership Technology As Senior Vice President of IBM Watson, Mr. Kenny led the company’s growth initiatives around cloud and artificial intelligence services. His online leadership dates to 1997, when he founded Digitas. Customer Engagement As the executive chairman of Nielsen, Mr. Kenny has a deep knowledge of consumer insights. As chairman and CEO of The Weather Company, acquired by IBM in 2016, he helped turn the organization into a media heavyweight that produced television programming, developed apps, published content and used analytics to connect businesses to consumers through weather and climate-related content. | |||
Experience | | ||
• Executive Chairman, Nielsen (2023-present) • CEO and board director, Nielsen (December 2018-2023) • Senior Vice President, IBM Watson (January 2016-2018) and IBM Cloud (November 2016-2018) • Chairman and CEO, The Weather Company (2012-2015) • President of Akamai (2011-2012) • Managing Partner, VivaKi (2006-2010) • Founder and CEO, Digitas, Inc., (1997-2006) | • Technology • Chief Executive Officer • Customer Engagement • Data and Analytics • Sustainability • Business Growth • Media and Publishing | |
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![]() INDEPENDENT DIRECTOR Chief Executive Officer, Ulta Beauty Director since: July 2023 Committees: • Compensation • Finance & Investment Policy Age: 57 Education: • DePauw University • Purdue University Other Public Boards: • Ulta Beauty, Inc. | David C. Kimbell | | |
Mr. Kimbell is a seasoned executive with more than 25 years of CEO / Executive Leadership Since June 2021, Mr. Kimbell has served as CEO of Ulta Beauty, the largest specialty beauty retailer in the U.S. Before that, he was Ulta Beauty’s Chief Merchandising and Chief Marketing Officer. Marketing Mr. Kimbell brings over 25 years of merchandising and marketing experience to the Best Buy Board. Prior to serving as CEO, he held several leadership positions in marketing at Ulta Beauty, as well as U.S. Cellular, Seventh Generation, PepsiCo, and The Procter & Gamble Company. Retail Mr. Kimbell brings a deep understanding of the retail industry through his multiple roles at Ulta Beauty. He also brings experience developing transformation strategies necessary to operate successfully in the evolving omnichannel environment. | | ||
Director Qualifications | | ||
• CEO, Ulta Beauty (2021-present) • President, Ulta Beauty (2019-2021) • Chief Merchandising Officer, Ulta Beauty (2015-2019) • Chief Marketing Officer, Ulta Beauty (2014-2019) • Chief Marketing Officer & Executive Vice President, U.S. Cellular (2011-2014) • Chief Marketing Officer & Senior Vice President, Seventh Generation (2008-2010) • Vice President of Marketing, PepsiCo’s Quaker Food Division (2001-2008) • Brand Manager, Beauty Division, The Procter & Gamble Company (1996-2001) | • Chief Executive Officer • Marketing • Retail • Business Transformation • Business Operations • Corporate Governance • Growth & Transformation • Philanthropy & Nonprofits | |
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![]() INDEPENDENT DIRECTOR Retired Chief Financial Officer Director since: January 2021 Committees: • Audit (Chair) • Nominating Age: 48 Education: • University of • Duke University Other Public Boards: • FIGS, Inc. | Mario J. Marte | | |
Mr. Marte brings more than 20 years of finance expertise, strategy, and business experience across several industries and companies to the Board. As former Chief Financial Officer of Chewy, Inc., he led the company’s financial strategy and growth plan, guiding Chewy from startup to become the leading pure play retailer of pet products and services. This background will help guide Best Buy’s efforts to innovate and serve an evolving customer base. Finance Mr. Marte led the successful initial public offering of Chewy, Inc., a Fortune 500 and leading online pet product retailer, in June 2019. He led all finance, accounting, corporate development, risk management, and investor relations functions for the company. Prior to becoming CFO, he oversaw financial planning & analysis and treasury in three successful private fundraisings and the sale of Chewy to BC Partners in 2017. He has over two decades of experience in finance at Chewy, Hilton Worldwide and American Airlines. Growth, E-Commerce & Transformation Mr. Marte has experience in growth and transformation, having established the financial planning, operations finance and treasury functions at Chewy, Inc. He also worked closely with the leadership team to reengineer the company’s financial strategy and long-term growth plan in the first six months after joining Chewy. These steps led the company to grow from $250 million in revenue to more than $11 billion in eight years while rapidly scaling to profitability and the lead position in e-Commerce for the pet category. Global Mr. Marte has held finance and functional roles at large, global and capital-intensive companies in travel and hospitality. He has worked internationally, based in Spain and the United Kingdom, while leading teams across several countries and regions including Asia Pacific, Latin America, North America and Europe. He has operated in a variety of cultures, and regulatory and currency regimes. | | ||
Experience | Director Qualifications | | |
• Chief Financial Officer, Chewy, Inc., (2018-2023) • Vice President, Finance & Treasurer, Chewy, Inc. (2015-2018) • Vice President, Financial Planning and Analysis, Hilton Worldwide (2011-2015) • Various Finance Leadership Roles (2003-2011) | • Finance • Retail • Growth & Transformation • E-Commerce • Global Business • Strategy • Risk Management | |
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![]() INDEPENDENT DIRECTOR Retired Chief Financial Officer Director since: September 2015 Committees: • Audit • Finance & Investment Policy (Chair) Age: 59 Education: • Wellesley College • Columbia University Other Public Boards: • Agilon Health, Inc. | Karen A. McLoughlin | | |
Ms. McLoughlin brings strong financial acumen to the Board from more than 20 years in various finance management roles. She was the Chief Financial Officer of Cognizant Technology Solutions, a Fortune 500 company and leading provider of information technology, business process and consulting services. She has expertise in growth, transformation, and services, providing a key perspective to Best Buy as it evolves. Finance Ms. McLoughlin served as CFO at Cognizant for eight years. Before that role, she spent more than 20 years in various senior finance management roles at Cognizant, Spherion and Ryder System Inc. Services In her 17 years at Cognizant, Ms. McLoughlin developed a deep knowledge of the IT services sector, which is invaluable to Best Buy as we focus on our own internal IT processes and continue to emphasize our Services offerings. Global / Transformation During Ms. McLoughlin’s tenure, Cognizant experienced tremendous growth, with revenue increasing from $368 million in 2003 to $16.7 billion in 2020. She also has experience in diversity and inclusion and social impact through Cognizant’s Women Empowered program and efforts to help youth build the skills to complete and thrive in the global economy. | | ||
Experience | Director Qualifications | | |
• Chief Financial Officer, Cognizant Technology Solutions Corporation (2012-2020) • Senior Vice President, Financial Planning and Analysis and Enterprise Transformation, Cognizant (2008-2012) • Vice President, Global Financial Planning and Analysis, Cognizant (2003-2008) • Vice President, Finance, Spherion Corp., now SFN Group Inc. (1997-2003) | • Finance • Services • Growth & Transformation • Information Technology • Diversity and Inclusion | |
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![]() INDEPENDENT DIRECTOR Enterprise Associates Director since: March 2016 Committees: • Audit • Finance & Investment Policy Age: 64 Education: • Santa Clara University School of Engineering • Stanford University Graduate School of Business Other Public Boards: • Arteris, Inc. | Claudia F. Munce | | |
Ms. Munce brings more than 30 years of experience in Venture Capital Ms. Munce is currently a venture adviser at New Enterprise Associates, one of the world’s largest and most active venture capital firms. She also served on the organizational boards of the National Venture Capital Association and Chairwoman of the Global Corporate Venturing Leadership Society. Technology Ms. Munce has a highly technical engineering and computer science background, as well as business acumen and a strategic mindset. She is also a National Association of Corporate Directors (NACD) certified Cybersecurity Oversight director. Growth / Transformation Ms. Munce was a founding member of the IBM Venture Capital Group. While at IBM, she worked with more than 300 venture capital firms across 30 countries to advance the company’s strategic goals for developing innovations. She is an advocate for women’s leadership in the technology industry and works to close the gender gap at the highest levels of business. | | ||
Experience | Director Qualifications | | |
• Venture Advisor, New Enterprise Associates (January 2016-present) • Lecturer in Management, Stanford University Graduate School of Business (2021-present) • Director, CoreLogic Board of Directors (2017-2021) • Managing Director, IBM Venture Capital Group, and Vice President of Corporate Strategy, IBM Corp. (2004-2015) • Director of Strategy, IBM Venture Capital Group (2000-2004) • Head of Technology Transfer and Licensing, IBM Research (1994-2000) | • Technology • Growth & Transformation • Strategy • Venture Capital • Leadership | |
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![]() INDEPENDENT DIRECTOR President of Global e-Commerce and Business Development, Universal Music Group Director since: March 2018 Committees: • Compensation • Nominating Age: 56 Education: • Drexel University Other Public Boards: • Laboratory Corporation of America Holdings | Richelle P. Parham | | |
Ms. Parham is a seasoned, senior-level executive with more than 25 years of experience in global strategy, marketing and business development. Her insight is valuable to the Board as it guides Best Buy’s growth strategy and efforts to serve an evolving customer base. She has extensive experience in e-Commerce, data-driven decision-making, and understanding consumer needs. Marketing As Vice President and Chief Marketing Officer of eBay, Inc., Ms. Parham was tasked with transforming the company's brand reputation. She focused on improving return on investment and new revenue streams, and she helped decrease attrition rates by building out the company’s CRM strategy and better understanding the customer experience. Digital / E-Commerce As President of global e-Commerce and Business Development at UMG, Ms. Parham oversees the global e-Commerce strategy and business development across the company’s iconic labels, publishing company, operating units, and territories. Ms. Parham takes pride in understanding the fundamental needs of Business Operations / Strategy Ms. Parham has worked at best-in-class corporations such as eBay, Visa, Digitas and Citibank. She has a proven track record of leading high-performing teams and using strategic planning and analytical decision-making to successfully drive key business performance. | | ||
Experience | Director Qualifications | | |
• President of Global e-Commerce and Business Development, Universal Music Group (June 2021-present) • Partner and Managing Director, WestRiver Group (2019-2021) • General Partner, Camden Partners Holdings, LLC, (2016-2019) • Vice President and Chief Marketing Officer, eBay, Inc., (2010-2015) • Head, Global Marketing Innovation (2010) and Head, Global Marketing Services (2008-2010) of Visa, Inc. • Senior Vice President, Strategy and Enablement, Rapp Worldwide (2007-2008) • Various marketing-related leadership roles, Bronner Slosberg Humphrey, now known as Digitas Inc. (1994-2007) • Director at Scripps Network Interactive (2012-2018) and e.l.f. Cosmetics (2018-2022) | • Finance • Global Business • Business Operations • Retail • Customer Experience |
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![]() INDEPENDENT DIRECTOR Retired Chief Executive Officer Director since: March 2021 Committees: • Audit • Finance & Investment Policy Age: 64 Education: • University of Washington Other Public Boards: • None | Steven E. Rendle | | |
Mr. Rendle was a leading executive in the apparel industry, with more than 35 years of experience in the specialty outdoor and action sports apparel industries. He spent more than 20 years at VF Corp. and successfully navigated the company through a rapidly changing global retail environment and drove rapid transformation of VF’s brands toward a consumer-minded, retail-centric and hyper-digital future. CEO Experience From January 2017 to December 2022, Mr. Rendle served as CEO of VF Corp., one of the world's largest apparel, footwear and accessories companies that had $10 billion in annual revenue. He previously held several leadership positions within VF Corp., and its The North Face brand. Growth / Transformation Experience Before retiring as CEO, Mr. Rendle led VF’s global business model transformation and the reshaping of its apparel and footwear brand portfolio to accelerate growth. Under his leadership, VF completed the divestitures and spin-offs of several brands, acquired several brands, and relocated the company’s global headquarters to Denver. Purpose-Led Consumer Brand Strategy and Business Execution Mr. Rendle led the vision for VF to become a purpose-led, performance-driven organization that prioritizes environmental and social responsibility throughout its global operations. This approach is deeply integrated into each of VF’s brands and their product and consumer engagement strategies, helping to create value for the company’s shareholders and stakeholders alike. | | ||
Experience | Director Qualifications | | |
• Chairman, President and Chief Executive Officer of VF Corp. (2017-2022) • President & Chief Operating Officer, VF Corp. (2015-2016) • Senior Vice President, Americas, VF Corp. (2014-2015) • Group President, Outdoor & Action Sports, Americas, of VF Corp. (2011-2014) • President, Outdoor Americas, of VF Corp. (2009-2010) • Brand President, The North Face, a VF Corp. brand (2004-2010) | • Business Operations • Chief Executive Officer • Customer Engagement & Marketing • Digital & E-Commerce • Corporate Responsibility & Sustainability • Growth & Transformation • Investments & Venture Capital • Philanthropy & Nonprofits • Retail & Consumer Goods | |
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![]() INDEPENDENT DIRECTOR Chief Executive Officer, WW International, Inc. Director since: March 2023 Committees: • Nominating • Compensation Age: 44 Education: • Duke University • Northwestern University Other Public Boards: • WW International, Inc. | Sima D. Sistani | | |
Ms. Sistani brings to the Board more than 20 years of leadership experience in the media and technobgy industries, specializing in bringing startups to life and building digital communities. Currently a Chief Executive Officer, her experience and expertise are valuable as Best Buy continues its omnichannel evolution and enhances its digital customer experience. CEO / Executive Ms. Sistani has served as the CEO of WW International, Inc., a company focused on helping people adopt healthy habits through human-centric technology and community since March 2022. She also previously served as CEO and Co-Founder of Houseparty, a face-to-face synchronous social network. Digital / E-Commerce In addition to serving as the CEO of Houseparty, Ms. Sistani was one of the co-founders. She previously led mobile growth operations at Yahoo! Inc., a technology company, from the time Yahoo! acquired Tumblr, Inc. She also served as Tumblr’s first Head of Media. Marketing / Customer Experience Ms. Sistani has product strategy and brand growth experience that she currently brings to her role as CEO of WW. WW’s purpose is to inspire people to adopt healthy habits for real life, by combining technology and community to help members reach and sustain their goals. | | ||
Experience | Director Qualifications | | |
• CEO, WW International, Inc. (March 2022-present) • CEO and Co-Founder of Houseparty (acquired by Epic Games in 2019), at Epic Games, (June 2019-February 2022) • CEO and Co-Founder of Houseparty, (2015-2019) • Head, Media, Tumblr, Inc. (2014-2015) • Director, Mobile Growth, Yahoo! Inc. (now Altaba Inc.) (2011-2014) | • Chief Executive Officer • Growth & Transformation • Digital & E-Commerce • Technology • Marketing • Customer Experience | |
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![]() INDEPENDENT DIRECTOR President and Chief Executive Officer, La-Z-Boy Incorporated Director since: March 2023 Committees: • Audit • Finance & Investment Policy Age: 56 Education: • The Ohio State University Other Public Boards: • La-Z-Boy Incorporated | Melinda D. Whittington | | |
Ms. Whittington brings to the Board more than 30 years of finance and leadership experience in a CEO / Executive Experience Ms. Whittington has served as CEO of La-Z-Boy Incorporated since April 2021. She previously served as the company's Chief Financial Officer. Finance As a former CFO of La-Z-Boy Incorporated and Global Ms. Whittington has held finance and functional roles at large, global and capital-intensive consumer-facing companies. She has worked internationally in Costa Rica and Belgium. | | ||
Experience | Director Qualifications | | |
• President and Chief Executive Officer, La-Z-Boy Incorporated (2021-present) • Chief Financial Officer, La-Z-Boy Incorporated (2018-2021) • Chief Financial Officer, Allscripts Healthcare Solutions (2016-2017) • Senior Vice President, Corporate Controller and Chief Accounting Officer, Kraft Foods Group, Inc. (now The Kraft Heinz Company) (2014-2015) • Various finance and leadership roles, including international assignments, at The Procter & Gamble Company (1993-2014) | • Chief Executive Officer • Finance • Global Business • Business Operations • Retail & Consumer Goods | |
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Name and Address(1) | Number of Shares Beneficially Owned | Percent of Shares Beneficially Owned | |||||||
Hubert Joly, Chairman and Chief Executive Officer | 1,903,088 | (2 | ) | * | |||||
Sharon L. McCollam, Chief Administrative Officer and Chief Financial Officer | 441,803 | (3 | ) | * | |||||
Shari L. Ballard, President, U.S. Retail | 425,730 | (4 | ) | * | |||||
R. Michael Mohan, Chief Merchandising Officer | 401,101 | (5 | ) | * | |||||
Keith J. Nelsen, General Counsel & Secretary | 253,471 | (6 | ) | * | |||||
Bradbury H. Anderson, Director | 154,935 | (7 | ) | * | |||||
Lisa M. Caputo, Director | 40,266 | (8 | ) | * | |||||
J. Patrick Doyle, Director | 8,388 | (9 | ) | * | |||||
Russell P. Fradin, Director | 17,766 | (10 | ) | * | |||||
Kathy J. Higgins Victor, Director | 68,496 | (11 | ) | * | |||||
David W. Kenny, Director | 13,743 | (12 | ) | * | |||||
Karen A. McLoughlin, Director | 2,598 | (13 | ) | * | |||||
Thomas L. Millner, Director | 12,230 | (14 | ) | * | |||||
Claudia F. Munce, Director | 345 | (15 | ) | * | |||||
Gérard R. Vittecoq, Director | 41,450 | (16 | ) | * | |||||
All current directors and executive officers, as a group (19 individuals) | 3,934,777 | (17 | ) | 1.21% | |||||
Richard M. Schulze, Founder and Chairman Emeritus 3033 Excelsior Blvd., Suite 525 Minneapolis, MN 55416 | 44,152,196 | (18 | ) | 13.64 | % | ||||
FMR LLC ("Fidelity") 245 Summer Street Boston, MA 02210 | 40,526,297 | (19 | ) | 11.82 | % | ||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 28,532,817 | (20 | ) | 8.32 | % | ||||
JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017 | 28,053,911 | (21 | ) | 8.10 | % | ||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 17,977,273 | (22 | ) | 5.20 | % |
| Name and Address(1) | | | Number of Shares Beneficially Owned | | | Percent of Shares Beneficially Owned | |
| Corie Barry, Chief Executive Officer and Director | | | 526,252(2) | | | * | |
| Matt Bilunas, Senior Executive Vice President Enterprise Strategy and Chief Financial Officer | | | 120,780(3) | | | * | |
| Damien Harmon, Senior Executive Vice President Customer, Channel Experiences & Enterprise Services | | | 28,265(4) | | | * | |
| Todd Hartman, Executive Vice President, General Counsel, Chief Risk Officer and Secretary | | | 39,001(5) | | | * | |
| Kamy Scarlett, Senior Executive Vice President Corporate Affairs, Human Resources & Best Buy Canada | | | 182,605(6) | | | * | |
| Lisa M. Caputo, Director | | | 54,688(7) | | | * | |
| J. Patrick Doyle, Director | | | 62,386(8) | | | * | |
| David W. Kenny, Director | | | 40,665(9) | | | * | |
| David C. Kimbell, Director | | | 1,756(9) | | | * | |
| Mario J. Marte, Director | | | 8,363(9) | | | * | |
| Karen A. McLoughlin, Director | | | 30,528(9) | | | * | |
| Claudia F. Munce, Director | | | 28,305(9) | | | * | |
| Richelle P. Parham, Director | | | 16,994(9) | | | * | |
| Steven E. Rendle, Director | | | 7,827(9) | | | * | |
| Sima D. Sistani, Director | | | 3,176(9) | | | * | |
| Melinda D. Whittington, Director | | | 3,176(9) | | | * | |
| Eugene A. Woods, Director | | | 15,871(9) | | | * | |
| All current directors and executive officers, as a group (19 individuals) | | | 1,279,358(10) | | | 0.59% | |
| Richard M. Schulze, Founder and Chairman Emeritus 999 Vanderbilt Beach Rd, Suite 710 Naples, FL 34108 | | | 21,032,995(11) | | | 9.72% | |
| BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | | | 23,328,119(12) | | | 10.78% | |
| The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | | 23,087,381(13) | | | 10.67% | |
| JP Morgan Chase & Co. 383 Madison Avenue New York, NY 10179 | | | 12,611,137(14) | | | 5.83% | |
| State Street Corporation State Street Financial Center 1 Congress Street, Suite 1 Boston, MA 02114-2016 | | | 11,747,443(15) | | | 5.43% | |
* | Less than 1%. |
(1) | The business address for all current directors and executive officers is 7601 Penn Avenue South, Richfield, Minnesota, 55423. |
(2) | The figure represents: (a) |
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(3) | The figure represents: (a) |
(4) | The figure represents outstanding shares owned by Mr. Harmon. The figure does not include shares underlying performance share awards that are subject to vesting and settlement within 60 days of April 1, 2024. As of April 1, 2024, the threshold performance objectives for any such awards are not expected to be attained. |
The figure represents: (a) |
(6) | The figure represents: (a) |
(7) | The figure represents: (a) 10,000 outstanding shares owned by Ms. Caputo and (b) 44,688 restricted stock units, which would be converted to shares if Ms. Caputo left the Board within 60 days of April 1, 2024. |
(8) | The figure represents: (a) 20,000 outstanding shares owned by Mr. |
(9) | The figure represents restricted stock units that would be converted to shares if the director left the Board within 60 days of April 1, 2024. |
(10) | The figure represents: (a) the outstanding and attainable shares, restricted stock units and options described in the preceding footnotes (2) through (9); (b) 47,860 outstanding shares owned by other executive officers; (c) |
Mr. Schulze is our Founder and Chairman |
(12) | |
(13) | |
(14) | |
(15) | |
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Service Type | Fiscal 2016 | Fiscal 2015 | ||||||
Audit Fees(1) | $ | 2,740,000 | $ | 3,072,000 | ||||
Audit-Related Fees(2) | 400,000 | 1,133,000 | ||||||
Tax Fees(3) | 50,000 | 45,000 | ||||||
Total Fees | $ | 3,190,000 | $ | 4,250,000 |
| Service Type | | | Fiscal 2024 | | | Fiscal 2023 | |
| Audit Fees(1) | | | $3,665,000 | | | $3,420,000 | |
| Audit-Related Fees(2) | | | 364,000 | | | 382,000 | |
| Tax Fees(3) | | | 0 | | | 45,000 | |
| Other Fees(4) | | | 11,000 | | | 0 | |
| Total Fees | | | $4,040,000 | | | $3,847,000 | |
(1) | Consists of fees for professional services rendered in connection with the audits of our consolidated financial statements and the effectiveness of our internal control over financial reporting for the fiscal years ended |
(2) | Consists primarily of fees for statutory audit filings, as well as the audits of our retirement savings plans and |
(3) | Consists |
(4) | Consists of fees related to non-financial consulting services. |
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| RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the NEOs for the fiscal year ended February 3, 2024, as described in the Executive and Director Compensation — Compensation Discussion and Analysis section and the compensation tables and related material disclosed in the Company’s proxy statement for its 2024 Regular Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission. | |
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| Name | | | Principal Position | |
| Corie Barry | | | Chief Executive Officer | |
| Matt Bilunas | | | Senior Executive Vice President Enterprise Strategy and Chief Financial Officer | |
| Damien Harmon | | | Senior Executive Vice President Customer, Channel Experiences & Enterprise Services | |
| Todd Hartman | | | Executive Vice President, General Counsel, Chief Risk Officer and Secretary | |
| Kamy Scarlett | | | Senior Executive Vice President Corporate Affairs, Human Resources & Best Buy Canada | |
| CD&A Section | | | What’s included? | |
| Executive Summary | | | Highlights of our executive compensation program, including our shareholder engagement process and Compensation Committee consideration of Say on Pay votes, and a summary of our fiscal 2024 executive compensation decisions | |
| Compensation Philosophy, Objectives & Policies | | | Overview of the philosophy, objectives & policies utilized by the Compensation Committee in implementing our executive compensation program | |
| Governance | | | Summary of the key participants in our executive compensation process and the role each plays in the decision-making | |
| Factors in Decision-Making | | | Overview of factors considered by the Compensation Committee in its decision-making process | |
| Executive Compensation Elements | | | Description of each element of our NEO pay mix within our executive compensation program, including specific details regarding decisions made within each element | |
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• | |
Pay-for-performance. The majority of executive pay is not guaranteed but instead tied to performance |
• | |
Mitigate undue risk. We mitigate undue risk by, among other things, utilizing caps on incentive |
• | Independent Compensation Committee and compensation consultant. The Compensation Committee is comprised solely of independent directors. The Compensation Committee’s independent compensation |
• | |
Shareholder engagement. We |
We provide shareholder feedback to the Compensation Committee, which considers the feedback when reviewing executive compensation programs and policies. |
• | Re-pricing of stock options. Stock options may not, without the approval of our shareholders, be (i) amended to reduce their initial exercise price (except for adjustments in the case of a stock split or similar event); (ii) cancelled and replaced by stock options having a lower exercise price; or (iii) cancelled and replaced with cash or other securities. |
• | Stock ownership and trading policies. We have stock ownership guidelines for all of our executive officers and Board members. As of the end of fiscal 2024, each NEO and director was in compliance with the guidelines. We prohibit all employees, including our executive officers and members of the Board, from hedging Company securities. Executive officers and Board members are also prohibited from pledging Company securities as collateral for a loan or from holding Company securities in a margin account. |
• | Health, retirement and other benefits. NEOs are eligible to participate in benefit plans generally available to our employees, including health, retirement, stock purchase, severance, paid time off, life insurance and disability plans. We do not have an executive retirement plan that provides extra retirement benefits to the NEOs, and we have a policy regarding shareholder ratification of executive cash severance benefits. NEOs are provided with annual executive physical exams, supplemental long-term disability insurance and tax planning/preparation services consistent with those provided to other executives. |
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| Key Participant | | |||
| Compensation Committee | | |||
Role in Decision-Making Process | | ||||
| • Establishes our compensation objectives. | ||||
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| • Determines, approves and oversees executive compensation, including the design, competitiveness and effectiveness of our compensation programs. | | |||
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| • The Compensation | ||||
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| Compensation | | |||
| Role in Decision-Making Process | | |||
| • Reviews the recommendations of management with the Compensation Committee to ensure that the recommendations are aligned with our objectives and are reasonable when compared to our market for executive and director talent. | ||||
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| • Assists the Compensation Committee in the design of the variable incentive plans, the determination of the overall compensation mix, the selection of performance metrics and the setting of the performance goals and ranges. | ||||
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| • Provides analysis and crafts recommendations for the Compensation Committee in the setting of CEO compensation opportunity. | ||||
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| • Reviews the results of the compensation risk assessment with the Compensation Committee, including key observations and | | |||
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| • Provides perspective on market practice and information about emerging trends. | ||||
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| • The Compensation Committee has sole discretion and adequate funding to engage consultants in connection with compensation-related matters. Frederic W. Cook & Co., Inc. (“FW Cook”) has served as the Compensation | | |||
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CEO | | ||||
| Role in Decision-Making Process | | |||
| • Creates and presents recommendations to the Compensation Committee for our other executive officers and provides | ||||
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| Human Resources | | |||
| Role in Decision-Making Process | | |||
• HR provides the Compensation Committee with market analytics in support of the | |||||
Finance | |||||
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Amazon.com, Inc. (AMZN) | | | The Home Depot, Inc. (HD) | | | Nordstrom, Inc. (JWN) | | |
CarMax, Inc. (KMX) | | Kohl’s Corporation (KSS) | | Target Corporation (TGT) | | |||
CDW Corporation (CDW) | | Lowe’s Companies Inc. (LOW) | | Wal-Mart, Inc. (WMT) | | |||
CVS Health Corporation (CVS) | | | Macy’s, Inc. (M) | | Walgreens Boots Alliance, Inc. (WBA) | | ||
eBay Inc. (EBAY) | ||||||||
Nike, Inc. (NKE) | | |
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Compensation Component | | | Key Characteristics | | Link to Shareholder Value | | How We Determine Amount | | ||||||
| Base Salary | | | Cash; reviewed annually and adjusted if appropriate. | | | Provide competitive, fixed compensation to attract and retain executive | | Consider individual contributions to business outcomes, scope and | | ||||
| Short-Term Incentive | | | Cash. Variable compensation component. Performance-based award opportunity. | | | Incentive targets are tied to the achievement of key measures tied to our long-term strategy. | | | Metrics are selected based on • Enterprise Operating Income – 45% • Enterprise Revenue – 35% • Corporate Responsibility & Sustainability (CR&S) – 20% | ||||
| Long-Term Incentive | | | Performance share awards | | | Create a strong financial incentive for increasing shareholder value, encourage ownership stake, and promote retention. | | Grant award levels are based on individual contributions to | | ||||
| Health, Retirement and Other Benefits | | | Eligibility to participate in benefit plans generally available to our full-time salaried employees, including health, retirement, stock purchase, severance, paid time off, life insurance and disability plans. | | | Plans are part of our broad-based employee benefits | | The NEOs are eligible to participate in the | | ||||
| Executive Benefits | | | Annual executive physical exam, supplemental long-term disability insurance, and tax planning/preparation services. Limited personal jet use is permitted for the CEO, and with the CEO’s authorization, other Company employees, including each of our NEOs, in accordance with our Private Jet Use Policy. | | | Provide competitive benefits to promote the health, well-being and financial security of our executive officers. | | All NEOs are eligible to participate in these benefits, except that use of private jet services by NEOs, other than the CEO, is subject to the | |
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| | | | 55 | | | ![]() | | | 2024 Proxy Statement |
Base Salary |
Name | Fiscal 2016 Annual Base Salary | Fiscal 2015 Annual Base Salary | Percent Change | |||||||
Mr. Joly | $ | 1,175,000 | $ | 1,175,000 | 0% | |||||
Ms. McCollam | $ | 925,000 | $ | 925,000 | 0% | |||||
Ms. Ballard | $ | 800,000 | $ | 700,000 | 14% | |||||
Mr. Mohan | $ | 800,000 | $ | 700,000 | 14% | |||||
Mr. Nelsen | $ | 650,000 | $ | 550,000 | 18% |
| Name | | | Fiscal 2024 Beginning-of-Year Annual Base Salary | | | Fiscal 2024 End-of-Year Annual Base Salary | | | Percent Change | |
| Ms. Barry | | | $1,300,000 | | | $1,300,000 | | | 0% | |
| Mr. Bilunas | | | 865,000 | | | 900,000 | | | 4.0% | |
| Mr. Harmon | | | 700,000 | | | 750,000 | | | 7.1% | |
| Mr. Hartman | | | 785,000 | | | 785,000 | | | 0% | |
| Ms. Scarlett | | | 900,000 | | | 925,000 | | | 2.8% | |
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Metric ($ in millions) | Minimum | Target | Max | Actual Result | Metric Score | |||||
Compensable Enterprise Operating Income (50%)(1)(2) | $1,408 | $1,498 | $1,678 | $1,610 | 1.62 | |||||
Fiscal 2015 Compensable Enterprise Operating Income (50%)(1)(3) | $1,163 | $1,353 | $1,533 | $1,523 | 1.94 | |||||
Enterprise Comparable Sales (20%)(4) | (0.06)% | 0.4% | 1.32% | 0.9% | 1.54 | |||||
Fiscal 2015 Enterprise Comparable Sales (20%) | (1.0)% | 0.52% | 1.44% | .44% | 0.91 | |||||
Renew Blue Priorities: | ||||||||||
Waste and Efficiency (10%) | $100 | $120 | $160 | $154 | 1.83 | |||||
Fiscal 2015 North America Cost Take Out (10%)(5) | $360 | $410 | $460 | $438 | 1.56 | |||||
U.S. Digital Revenue Growth (10%) | 5.95% | 10.95% | 20.95% | 13.24% | 1.22 | |||||
Fiscal 2015 U.S. Digital Revenue Growth (10%) | 20% | 30% | 40% | 16.5% | — | |||||
U.S. Net Promoter Score(6) (10%) (for purchasers and non-purchasers) | 35.4 | 35.7 | 36.4 | 38.5 | 2.00 | |||||
Fiscal 2015 U.S. Net Promoter Score (10%) (for purchasers and non-purchasers) | 35.5 | 36.5 | 38.5 | 34.8 | — | |||||
Fiscal 2016 Blended Score: | 1.62 | |||||||||
Fiscal 2015 Blended Score: | 1.31 |
| Name | | | Fiscal 2023 Target Payout Percentage | | | Fiscal 2024 Target Payout Percentage | |
| Ms. Barry | | | 200% | | | 200% | |
| Mr. Bilunas | | | 150% | | | 150% | |
| Mr. Harmon | | | 100% | | | 100% | |
| Mr. Hartman | | | 125% | | | 125% | |
| Ms. Scarlett | | | 150% | | | 150% | |
| STI Metric | | | Metric Weighting | | | Definition | |
| Compensable Enterprise Operating Income | | | 45% | | | Enterprise non-GAAP operating income, adjusted for differences from targeted foreign exchange rates. | |
| Compensable Enterprise Revenue | | | 35% | | | Enterprise revenue, which includes all revenue streams, including stores that recently opened or closed as well as mergers and acquisitions, adjusted for differences from targeted foreign exchange rates. | |
| Corporate Responsibility & Sustainability (CR&S) | | | 20% | | | Progress towards three of the Company’s CR&S goals: Culture of Belonging, Social Impact and Sustainability | |
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| | | | 57 | | | ![]() | | | 2024 Proxy Statement |
• | Culture of Belonging. Best Buy endeavors to foster an environment where employees feel welcomed and can build strong relationships through demonstrating our inclusive behaviors: vulnerability, empathy, courage and grace. The Company regularly reviews and monitors employee engagement survey results and employee turnover data to ensure there is meaningful progress made in this area. |
• | Social Impact. Best Buy serves as a fiscal sponsor of the Best Buy Foundation™, whose signature Best Buy Teen Tech Center® program consists of a network of youth-centered community hubs where teens can engage with the latest technology, learn career skills and interact with safe and supportive mentors. As of February 3, 2024, the Best Buy Foundation supported a network of 59 Best Buy Teen Tech Center® locations across the U.S. and Canada, working toward a goal of supporting 100 locations. |
• | Sustainability. We are committed to propelling the circular economy forward, a system that aims to reduce waste and preserve resources. In our ongoing efforts to reduce carbon emissions, we support energy efficiency programs, including investing in energy efficiency improvements, deploying small-scale onsite and utility-scale renewable energy systems and neutralizing residual emissions. |
| Metric ($ in millions) | | | Minimum | | | Target | | | Maximum | | | Actual Result | | | Metric Score | |
| Compensable Enterprise Operating Income(1) (45%) | | | $1,549 | | | $1,936 | | | $2,324 | | | $1,789 | | | 0.62 | |
| Compensable Enterprise Revenue(2) (35%) | | | $42,448 | | | $45,158 | | | $47,867 | | | $43,490 | | | 0.57 | |
| CR&S(3) (20%) | | | N/A | | | N/A | | | N/A | | | | | 1.40 | | |
| | | | | | | | | | | | ||||||
| | | | | Fiscal 2024 Blended Score: | | | 0.7585 | |
(1) | Compensable Enterprise Operating Income was determined based on the non-GAAP operating income from continuing operations of $1,788 million in our Annual Report on Form 10-K for fiscal 2024, adjusted for differences from targeted foreign exchange rates. For further information related to the calculation of non-GAAP operating income from continuing operations, please refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations---Non-GAAP Financial Measures in our Annual Report on Form 10-K for fiscal 2024. |
(2) | Compensable Enterprise Revenue was determined based on revenue from continuing operations of $43,452 million in our Annual Report on Form 10-K for fiscal 2024, adjusted for differences from targeted foreign exchange rates. |
(3) | The CR&S score was determined based on the Committee’s review of the Company’s progress towards its CR&S goals discussed above the table. |
Name | Fiscal 2016 Annual Earnings(1) | Target Payout Percentage | Annual Target Payout Value, based on Annual Earnings | Fiscal 2016 Blended STI Score | Fiscal 2016 STI Payment | Fiscal 2016 STI Payment, as a Percentage of Annual Earnings | |||||||||||||
Mr. Joly | $1,175,000 | 200 | % | $ | 2,350,000 | 1.623 | $ | 3,814,050 | 325 | % | |||||||||
Ms. McCollam | $925,000 | 150 | % | $ | 1,387,500 | 1.623 | $ | 2,251,913 | 244 | % | |||||||||
Ms. Ballard | $791,667 | 150 | % | $ | 1,187,500 | 1.623 | $ | 1,927,311 | 244 | % | |||||||||
Mr. Mohan | $791,667 | 150 | % | $ | 1,187,500 | 1.623 | $ | 1,927,311 | 244 | % | |||||||||
Mr. Nelsen | $633,333 | 100 | % | $ | 633,333 | 1.623 | $ | 1,027,899 | 162 | % |
| Name | | | Fiscal 2024 Annual Base Salary(1) | | | Target Payout Percentage | | | Target Payout Value, Based on Annual Earnings | | | Fiscal 2024 STI Score | | | Fiscal 2024 STI Payment | |
| Ms. Barry | | | $1,300,000 | | | 200% | | | $2,600,000 | | | 0.7585 | | | $1,972,101 | |
| Mr. Bilunas | | | 894,167 | | | 150% | | | 1,341,250 | | | 0.7585 | | | 1,017,339 | |
| Mr. Harmon | | | 741,667 | | | 100% | | | 741,667 | | | 0.7585 | | | 562,555 | |
| Mr. Hartman | | | 785,000 | | | 125% | | | 981,250 | | | 0.7585 | | | 744,279 | |
| Ms. Scarlett | | | 920,833 | | | 150% | | | 1,381,249 | | | 0.7585 | | | 1,047,679 | |
| | | | | | | | |||||
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Annual base salary is based on the NEO’s annual base salary rate on the 15th fiscal day of each month for twelve months of the fiscal year. This number may differ slightly from actual earnings listed in the Summary Compensation Table. |
| | | Relative TSR Percentile Ranking | | | No. of Shares Earned (as% of Target) | | |
| Less than Threshold | | | Less than 30th Percentile | | | —% | |
| Threshold | | | 30th Percentile | | | 50% | |
| Target | | | 50th Percentile | | | 100% | |
| Maximum | | | 70th Percentile and above | | | 150% | |
| Name | | | Fiscal 2023 Target Grant Date Value | | | Fiscal 2024 Target Grant Date Value | |
| Ms. Barry | | | $11,000,000 | | | $11,000,000 | |
| Mr. Bilunas | | | 2,500,000 | | | 3,000,000 | |
| Mr. Harmon | | | 1,500,000 | | | 1,500,000 | |
| Mr. Hartman | | | 1,500,000 | | | 1,500,000 | |
| Ms. Scarlett | | | 1,850,000 | | | 2,500,000 | |
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Annual Fiscal 2016 Award Details | ||||||||
Name | No. of Stock Options | No. of Restricted Shares | Target No. of Shares under Performance Share Award | Target Grant Date Value | ||||
Mr. Joly | 158,445 | 77,142 | 118,374 | $10,000,000 | ||||
Ms. McCollam | 120,154 | 39,000 | 35,907 | $4,550,000 | ||||
Ms. Ballard | 52,815 | 17,143 | 15,783 | $2,000,000 | ||||
Mr. Mohan | 52,815 | 17,143 | 15,783 | $2,000,000 | ||||
Mr. Nelsen | 43,572 | 14,143 | 13,021 | $1,650,000 |
| Name | | | No. of Time- Based Restricted Shares | | | Target No. of Shares under Performance Share Award | | | Annual Grant: Target Grant Date Value(1) | |
| Ms. Barry | | | 70,396 | | | 63,649 | | | $11,000,000 | |
| Mr. Bilunas | | | 19,199 | | | 17,359 | | | 3,000,000 | |
| Mr. Harmon | | | 9,600 | | | 8,680 | | | 1,500,000 | |
| Mr. Hartman | | | 9,600 | | | 8,680 | | | 1,500,000 | |
| Ms. Scarlett | | | 15,999 | | | 14,466 | | | 2,500,000 | |
(1) | The amounts reflect the annual LTI target grant date dollar values approved by the Compensation Committee. This dollar value is converted into a number of restricted shares or performance share awards using an estimate or approximation of the price of a share of our common stock as of the grant date (unless otherwise noted in this table), and a Monte Carlo simulation for shares under performance share awards that have a market condition for vesting. These values differ from those portrayed in the Summary Compensation Table and Grants of Plan-Based Awards Table because there the grant date fair value of each award is measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“ASC Topic 718”), and here, the shares are based on an estimate of the grant date fair value determined under ASC Topic 718 as close to the grant date as possible. |
One-Time Award Details | ||||||||
Name | No. of Stock Options | No. of Restricted Shares | Target No. of Shares under Performance Share Award | Target Grant Date Value | ||||
Ms. Ballard | 52,815 | 17,143 | 15,783 | $2,000,000 |
| ||||||||
Benefit | | | Named Executive Officers | | | All Full-Time U.S.-Based Employees | ||
| Accidental Death & Dismemberment | | • | | • | | ||
| Deferred Compensation Plan | | | • | | | ||
| Employee Discount | | • | | • | | ||
| Employee Stock Purchase Plan | | • | | • | | ||
| Health Insurance | | • | | • | | ||
| — Executive Physical Exam | | | • | | | ||
| Life Insurance | | • | | • | | ||
| Long-Term Disability | | • | | • | | ||
| — Executive Long-Term Disability | | | • | | | ||
| Retirement Savings Plan | | • | | • | | ||
| Severance Plan | | • | | • | | ||
| Short-Term Disability | | • | | • | | ||
| Tax Planning and Preparation | | | • | | | |
| | | | | | | ||||||
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| Name | | | Ownership Target as of Fiscal 2024 Year-End (in shares) | | | Ownership as of Fiscal 2024 Year-End Using Guidelines (in shares) | |
| Ms. Barry | | | 103,052 | | | 334,351 | |
| Mr. Bilunas | | | 35,672 | | | 64,850 | |
| Mr. Harmon | | | 29,727 | | | 34,445 | |
| Mr. Hartman | | | 31,114 | | | 13,535 | |
| Ms. Scarlett | | | 36,663 | | | 56,254 | |
Name | Ownership Target (in shares) | Ownership as of Fiscal 2016 Year-End Using Guidelines (in shares) | ||
Mr. Joly | 200,000 | 792,194 | ||
Ms. McCollam | 55,000 | 387,814 | ||
Ms. Ballard | 55,000 | 76,353 | ||
Mr. Mohan | 55,000 | 120,982 | ||
Mr. Nelsen | 35,000 | 35,528 |
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Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2)(3) | Option Awards(2) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | ||||||||||||||||||||||
Hubert Joly Chairman and Chief Executive Officer | 2016 | $ | 1,175,000 | $ | — | $ | 8,011,688 | $ | 1,842,715 | $ | 3,814,050 | $ | 29,028 | $ | 14,872,481 | |||||||||||||||
2015 | 1,175,000 | — | 6,986,928 | 1,654,070 | 3,078,500 | 42,796 | 12,937,294 | |||||||||||||||||||||||
2014 | 1,175,000 | — | 8,167,213 | 2,000,360 | 2,514,500 | 24,146 | 13,881,219 | |||||||||||||||||||||||
Sharon L. McCollam Chief Administrative Officer and Chief Financial Officer | 2016 | $ | 925,000 | $ | — | $ | 3,039,724 | $ | 1,397,391 | $ | 2,251,913 | $ | 9,669 | $ | 7,623,697 | |||||||||||||||
2015 | 925,000 | — | 2,696,985 | 1,275,987 | 1,817,625 | 269,558 | 6,985,155 | |||||||||||||||||||||||
2014 | 925,000 | — | 3,131,454 | 1,543,133 | 1,484,625 | 215,221 | 7,299,433 | |||||||||||||||||||||||
Shari L. Ballard(6) President, U.S. Retail and Chief Human Resources Officer | 2016 | $ | 790,385 | $ | — | $ | 2,672,270 | $ | 1,228,476 | $ | 1,927,311 | $ | 24,641 | $ | 6,643,083 | |||||||||||||||
2015 | 700,000 | — | 799,099 | 378,065 | 1,146,250 | 30,494 | 3,053,908 | |||||||||||||||||||||||
2014 | 700,000 | — | 927,819 | 457,228 | 936,250 | 17,131 | 3,038,428 | |||||||||||||||||||||||
R. Michael Mohan Chief Merchandising Officer | 2016 | $ | 790,385 | $ | — | $ | 1,336,135 | $ | 614,238 | $ | 1,927,311 | $ | 10,323 | $ | 4,678,392 | |||||||||||||||
2015 | 650,000 | — | 1,556,015 | 972,974 | 1,004,333 | 12,477 | 4,195,799 | |||||||||||||||||||||||
2014 | 498,462 | — | 2,106,552 | 1,047,696 | 401,250 | 14,581 | 4,068,541 | |||||||||||||||||||||||
Keith J. Nelsen General Counsel and Secretary | 2016 | $ | 640,385 | $ | — | $ | 1,102,314 | $ | 506,742 | $ | 1,027,899 | $ | 10,482 | $ | 3,287,822 | |||||||||||||||
2015 | 550,000 | — | 865,684 | 409,575 | 720,500 | 12,081 | 2,557,840 | |||||||||||||||||||||||
2014 | 543,750 | — | 1,005,159 | 495,324 | 582,704 | 41,323 | 2,668,260 |
| Name and Principal Position | | | Year | | | Salary(1) | | | Stock Awards(2)(3) | | | Non-Equity Incentive Plan Compensation(4) | | | All Other Compensation(5) | | | Total | |
| Corie Barry Chief Executive Officer | | | 2024 | | | $1,325,000 | | | $10,999,540 | | | $1,972,101 | | | $147,240 | | | $14,443,881 | |
| 2023 | | | 1,300,000 | | | 10,999,420 | | | 456,300 | | | 81,957 | | | 12,837,677 | | |||
| 2022 | | | 1,278,462 | | | 9,598,480 | | | 4,681,026 | | | 73,189 | | | 15,631,157 | | |||
| Matt Bilunas Senior Executive Vice President Enterprise Strategy and Chief Financial Officer | | | 2024 | | | 912,596 | | | 2,999,905 | | | 1,017,339 | | | 77,309 | | | 5,007,149 | |
| 2023 | | | 855,000 | | | 2,499,943 | | | 224,859 | | | 43,399 | | | 3,623,201 | | |||
| 2022 | | | 796,154 | | | 2,999,784 | | | 2,188,503 | | | 31,135 | | | 6,015,576 | | |||
| Damien Harmon Senior Executive Vice President Customer, Channel Experiences & Enterprise Services | | | 2024 | | | 757,692 | | | 1,499,992 | | | 562,555 | | | 106,970 | | | 2,927,209 | |
| 2023 | | | 688,462 | | | 1,499,988 | | | 120,656 | | | 115,928 | | | 2,425,034 | | |||
| 2022 | | | 613,462 | | | 3,200,237 | | | 1,080,884 | | | 64,775 | | | 4,959,358 | | |||
| Todd Hartman Executive Vice President, General Counsel, Chief Risk Officer and Secretary | | | 2024 | | | 800,096 | | | 1,499,992 | | | 744,279 | | | 68,470 | | | 3,112,837 | |
| 2023 | | | 779,615 | | | 1,499,988 | | | 170,929 | | | 53,002 | | | 2,503,534 | | |||
| 2022 | | | 742,308 | | | 1,499,797 | | | 1,699,623 | | | 36,631 | | | 3,978,359 | | |||
| Kamy Scarlett Senior Executive Vice President Corporate Affairs, Human Resources & Best Buy Canada | | | 2024 | | | 939,423 | | | 2,499,908 | | | 1,047,679 | | | 94,963 | | | 4,581,973 | |
| 2023 | | | 896,154 | | | 1,849,961 | | | 235,828 | | | 54,796 | | | 3,036,739 | | |||
| 2022 | | | 863,462 | | | 1,599,766 | | | 2,371,833 | | | 52,175 | | | 4,887,236 | |
(1) | These amounts reflect actual earnings |
(2) | These amounts reflect the aggregate grant date fair value for stock-based awards granted to our NEOs for all fiscal years |
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(3) | The fiscal |
Name | Probable Grant Date Fair Value of Performance Share Awards (reflected in Stock Awards Column) | Target Performance Grant in Shares | Maximum Performance Grant in Shares | Maximum Grant Date Fair Value of Performance Share Awards | Grant Date Fair Value of Time-Based Awards (reflected in Stock Awards Column) | Stock Awards Column Total | ||||||||||||||||
Mr. Joly | $ | 4,997,750 | 118,374 | 177,561 | $ | 7,496,625 | $ | 3,013,938 | $ | 8,011,688 | ||||||||||||
Ms. McCollam | 1,515,994 | 35,907 | 53,861 | 2,273,990 | 1,523,730 | 3,039,724 | ||||||||||||||||
Ms. Ballard* | 1,332,716 | 31,566 | 47,350 | 1,999,076 | 1,339,554 | 2,672,270 | ||||||||||||||||
Mr. Mohan | 666,358 | 15,783 | 23,675 | 999,538 | 669,777 | 1,336,135 | ||||||||||||||||
Mr. Nelsen | 549,747 | 13,021 | 19,532 | 824,620 | 552,567 | 1,102,314 |
| Name | | | Target Performance Grant (in Shares) | | | Probable Grant Date Fair Value of Performance Grant (as reflected in Stock Awards Column) | | | Maximum Performance Grant (in Shares) | | | Maximum Grant Date Fair Value of Performance Grant | |
| Ms. Barry | | | 63,249 | | | $5,499,501 | | | 94,874 | | | $8,249,251 | |
| Mr. Bilunas | | | 17,250 | | | 1,499,888 | | | 25,875 | | | 2,249,831 | |
| Mr. Harmon | | | 8,625 | | | 749,944 | | | 12,938 | | | 1,124,916 | |
| Mr. Hartman | | | 8,625 | | | 749,944 | | | 12,938 | | | 1,124,916 | |
| Ms. Scarlett | | | 14,375 | | | 1,249,906 | | | 21,563 | | | 1,874,859 | |
(4) | These amounts reflect STI payments made for all fiscal years shown. The fiscal |
(5) | The fiscal |
Name | Retirement Plan Contribution(a) | Life Insurance Premiums(b) | Other | Total | ||||||||||||
Mr. Joly | $ | 11,404 | $ | 492 | $ | 17,132 | (c) | $ | 29,028 | |||||||
Ms. McCollam | 9,177 | 492 | — | (d) | 9,669 | |||||||||||
Ms. Ballard | 9,990 | 492 | 14,159 | (c) | 24,641 | |||||||||||
Mr. Mohan | 9,831 | 492 | — | (d) | 10,323 | |||||||||||
Mr. Nelsen | 9,990 | 492 | — | (d) | 10,482 |
| Name | | | Retirement Plan Contribution(a) | | | Life Insurance Premiums(b) | | | Other | | | Total | |
| Ms. Barry | | | $12,000 | | | $641 | | | $134,599(c) | | | $147,240 | |
| Mr. Bilunas | | | 14,319 | | | 641 | | | 62,349(d) | | | 77,309 | |
| Mr. Harmon | | | 11,452 | | | 641 | | | 94,877(e) | | | 106,970 | |
| Mr. Hartman | | | 14,257 | | | 598 | | | 53,615(f) | | | 68,470 | |
| Ms. Scarlett | | | 14,325 | | | 641 | | | 79,997(g) | | | 94,963 | |
(a) | These amounts reflect our matching contributions to the |
(b) | These amounts reflect |
(c) | |
(d) | |
(e) | The amount reflects premiums paid by us for supplemental executive long-term disability insurance, Company-paid costs associated with the executive physical benefit, Company-paid tax preparation and planning services, and Company-paid living and travel expenses during fiscal 2024 ($59,316 in total, including commercial airfare, ground transportation, rent expense of $40,934, and utilities). |
(f) | The amount reflects premiums paid by us for supplemental executive long-term disability insurance ($48,167), Company-paid costs associated with the executive physical benefit and Company-paid tax preparation and planning services. |
(g) | The amount reflects premiums paid by us for supplemental executive long-term disability insurance ($53,975), Company-paid costs associated with the executive physical benefit and Company-paid tax preparation and planning services. |
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All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($ / Sh) | ||||||||||||||||||||||||||||||||||||
Grant Date Fair Value of Stock and Option Awards ($)(2) | ||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under | Estimated Future Payouts Under | |||||||||||||||||||||||||||||||||||||
Non-Equity Incentive Plan Awards(1) | Equity Incentive Plan Awards | |||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||
Mr. Joly | — | $ | 587,500 | $ | 2,350,000 | $ | 4,700,000 | — | — | — | — | — | $ | — | $ | — | ||||||||||||||||||||||
3/12/2015 | (3) | — | — | — | — | — | — | — | 158,445 | 40.85 | 1,842,715 | |||||||||||||||||||||||||||
3/12/2015 | (4) | — | — | — | — | — | — | 77,142 | — | — | 3,013,938 | |||||||||||||||||||||||||||
3/12/2015 | (5) | — | — | — | 59,187 | 118,374 | 177,561 | — | — | — | 4,997,750 | |||||||||||||||||||||||||||
Ms. McCollam | 346,875 | 1,387,500 | 2,775,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
3/12/2015 | (3) | — | — | — | — | — | — | — | 120,154 | 40.85 | 1,397,391 | |||||||||||||||||||||||||||
3/12/2015 | (4) | — | — | — | — | — | — | 39,000 | — | — | 1,523,730 | |||||||||||||||||||||||||||
3/12/2015 | (5) | — | — | — | 17,954 | 35,907 | 53,861 | — | — | — | 1,515,994 | |||||||||||||||||||||||||||
Ms. Ballard | — | 296,875 | 1,187,499 | 2,374,998 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
3/12/2015 | (3) | — | — | — | — | — | — | — | 52,815 | 40.85 | 614,238 | |||||||||||||||||||||||||||
3/12/2015 | (4) | — | — | — | — | — | — | 17,143 | — | — | 669,777 | |||||||||||||||||||||||||||
3/12/2015 | (5) | — | — | — | 7,892 | 15,783 | 23,675 | — | — | — | 666,358 | |||||||||||||||||||||||||||
3/12/2015 | (3)(6) | — | — | — | — | — | — | — | 52,815 | 40.85 | 614,238 | |||||||||||||||||||||||||||
3/12/2015 | (4)(6) | — | — | — | — | — | — | 17,143 | — | — | 669,777 | |||||||||||||||||||||||||||
3/12/2015 | (5)(6) | — | — | — | 7,892 | 15,783 | 23,675 | — | — | — | 666,358 | |||||||||||||||||||||||||||
Mr. Mohan | — | 296,875 | 1,187,499 | 2,374,998 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
3/12/2015 | (3) | — | — | — | — | — | — | — | 52,815 | 40.85 | 614,238 | |||||||||||||||||||||||||||
3/12/2015 | (4) | — | — | — | — | — | — | 17,143 | — | — | 669,777 | |||||||||||||||||||||||||||
3/12/2015 | (5) | — | — | — | 7,892 | 15,783 | 23,675 | — | — | — | 666,358 | |||||||||||||||||||||||||||
Mr. Nelsen | — | 158,333 | 633,333 | 1,266,666 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
3/12/2015 | (3) | — | — | — | — | — | — | — | 43,572 | 40.85 | 506,742 | |||||||||||||||||||||||||||
3/12/2015 | (4) | — | — | — | — | — | — | 14,143 | — | — | 552,567 | |||||||||||||||||||||||||||
3/12/2015 | (5) | — | — | — | 6,511 | 13,021 | 19,532 | — | — | — | 549,747 |
| Name | | | Grant Date | | | Approval Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | Grant Date Fair Value of Stock and Option Awards ($)(2) | | ||||||||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||
| Ms. Barry | | | — | | | — | | | $— | | | $2,600,000 | | | $5,200,000 | | | — | | | — | | | — | | | — | | | $— | |
| 3/20/2023(3) | | | 3/7/2023 | | | — | | | — | | | — | | | 31,625 | | | 63,249 | | | 94,874 | | | — | | | 5,499,501 | | |||
| 3/20/2023(4) | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 70,396 | | | 5,500,039 | | |||
| Mr. Bilunas | | | — | | | — | | | — | | | 1,341,250 | | | 2,682,500 | | | — | | | — | | | — | | | — | | | — | |
| 3/20/2023(3) | | | 3/7/2023 | | | — | | | — | | | — | | | 8,625 | | | 17,250 | | | 25,875 | | | — | | | 1,499,888 | | |||
| 3/20/2023(4) | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 19,199 | | | 1,500,018 | | |||
| Mr. Harmon | | | — | | | — | | | — | | | 741,667 | | | 1,483,334 | | | — | | | — | | | — | | | — | | | — | |
| 3/20/2023(3) | | | 3/7/2023 | | | — | | | — | | | — | | | 4,313 | | | 8,625 | | | 12,938 | | | — | | | 749,944 | | |||
| 3/20/2023(4) | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,600 | | | 750,048 | | |||
| Mr. Hartman | | | — | | | — | | | — | | | 981,250 | | | 1,962,500 | | | — | | | — | | | — | | | — | | | — | |
| 3/20/2023(3) | | | 3/7/2023 | | | — | | | — | | | — | | | 4,313 | | | 8,625 | | | 12,938 | | | — | | | 749,944 | | |||
| 3/20/2023(4) | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,600 | | | 750,048 | | |||
| Ms. Scarlett | | | — | | | — | | | — | | | 1,381,249 | | | 2,762,498 | | | — | | | — | | | — | | | — | | | — | |
| 3/20/2023(3) | | | 3/7/2023 | | | — | | | — | | | — | | | 7,188 | | | 14,375 | | | 21,563 | | | — | | | 1,249,906 | | |||
| 3/20/2023(4) | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 15,999 | | | 1,250,002 | |
(1) | These amounts reflect the potential |
(2) | These amounts reflect the aggregate grant date fair value, measured in accordance with ASC Topic 718. |
(3) | The amounts reflect |
(4) | The amount reflects time-based restricted shares, as discussed under the section Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive, which will vest in three equal installments of one-third on each of the first three anniversaries of the grant date, provided the NEO has been continually employed with us through those dates. The NEO is also entitled to an accrual of dividend equivalents, equal to the cash amount that would have been payable on the number of restricted shares held by them as of the close of business on the record date for each declared divided, which shall be credited to them as the equivalent amount of shares that could have been purchased as of the close of business on the dividend payment date. The accrued dividend equivalents will be payable when the restricted shares on which such dividend equivalents were credited have become earned, vested and payable. |
| | | | | | | | |||||
![]() | | | 2024 Proxy Statement | | | 66 | | | | | ||
| | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||
| Name | | | Grant Date(1) | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | |
| Ms. Barry | | | 3/20/2023 | | | | | | | $ | | | | | 72,990(3) | | | $5,524,613 | | | 32,791(4) | | | $2,481,951 | | |||
| 3/20/2022 | | | | | | | | | | | 39,597(3) | | | 2,997,097 | | | 26,852(5) | | | 2,032,428 | | |||||||
| 3/20/2021 | | | | | | | | | | | 15,181(6) | | | 1,149,050 | | | 20,356(7) | | | 1,540,746 | | |||||||
| 3/20/2020 | | | 87,503 | | | | | 51.65 | | | 3/19/2030 | | | | | | | | | | ||||||||
| 6/11/2019 | | | 62,829 | | | | | 65.52 | | | 6/10/2029 | | | | | | | | | | ||||||||
| 3/20/2019 | | | 31,343 | | | | | 69.11 | | | 3/19/2029 | | | | | | | | | | ||||||||
| 10/1/2015 | | | 33,253 | | | | | 37.16 | | | 9/30/2025 | | | | | | | | | | ||||||||
| 3/12/2015 | | | 12,293 | | | | | 40.85 | | | 3/11/2025 | | | | | | | | | | ||||||||
| 8/18/2014 | | | 14,730 | | | | | 29.91 | | | 8/17/2024 | | | | | | | | | | ||||||||
| Mr. Bilunas | | | 3/20/2023 | | | | | | | | | | | 19,908(3) | | | 1,506,837 | | | 8,944(4) | | | 676,971 | | ||||
| 3/20/2022 | | | | | | | | | | | 9,002(3) | | | 681,361 | | | 6,105(5) | | | 462,087 | | |||||||
| 3/20/2021 | | | | | | | | | | | 3,159(3) | | | 239,105 | | | 4,244(7) | | | 321,228 | | |||||||
| 3/20/2021 | | | | | | | | | | | 3,159(6) | | | 239,105 | | | | | | |||||||||
| 3/20/2020 | | | 20,116 | | | | | 51.65 | | | 3/19/2030 | | | | | | | | | | ||||||||
| 3/20/2019 | | | 49,050 | | | | | 69.11 | | | 3/19/2029 | | | | | | | | | | ||||||||
| Mr. Harmon | | | 3/20/2023 | | | | | | | | | | | 9,955(3) | | | 753,494 | | | 4,473(4) | | | 338,561 | | ||||
| 3/20/2022 | | | | | | | | | | | 5,400(3) | | | 408,726 | | | 3,664(5) | | | 277,328 | | |||||||
| 3/20/2021 | | | | | | | | | | | 9,564(3) | | | 723,899 | | | 745(7) | | | 56,389 | | |||||||
| Mr. Hartman | | | 3/20/2023 | | | | | | | | | | | 9,955(3) | | | 753,494 | | | 4,473(4) | | | 338,561 | | ||||
| 3/20/2022 | | | | | | | | | | | 5,400(3) | | | 408,726 | | | 3,664(5) | | | 277,328 | | |||||||
| 3/20/2021 | | | | | | | | | | | 2,372(6) | | | 179,537 | | | 3,184(7) | | | 240,997 | | |||||||
| 3/20/2020 | | | 12,573 | | | | | 51.65 | | | 3/19/2030 | | | | | | | | | | ||||||||
| Ms. Scarlett(8) | | | 3/20/2023 | | | | | | | | | | | 16,203(3) | | | 1,226,405 | | | 7,454(4) | | | 564,193 | | ||||
| 3/20/2022 | | | | | | | | | | | 6,506(3) | | | 492,439 | | | 4,520(5) | | | 342,119 | | |||||||
| 3/20/2021 | | | | | | | | | | | 2,530(6) | | | 191,496 | | | 3,395(7) | | | 256,968 | | |||||||
| 3/26/2019 | | | 96,166 | | | | | 70.50 | | | 3/25/2029 | | | | | | | | | | ||||||||
| 3/20/2019 | | | 13,060 | | | | | 69.11 | | | 3/19/2029 | | | | | | | | | | ||||||||
| 1/24/2019 | | | 27,109 | | | | | 57.60 | | | 1/23/2029 | | | | | | | | | |
Option Awards | Stock Awards | |||||||||||||||||||||||
Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | |||||||||||||||
Mr. Joly | 3/12/2015 | 158,445(3) | $ | 40.85 | 3/11/2025 | 77,142(4) | $ | 2,154,576 | 59,187(5) | $ | 1,653,093 | |||||||||||||
8/18/2014 | 61,330(3) | 122,660(3) | 29.91 | 8/17/2024 | 61,588(4) | 1,720,153 | 149,257(6) | 4,168,748 | ||||||||||||||||
4/16/2013 | 166,905(3) | 83,453(3) | 23.66 | 4/15/2023 | 43,554(4) | 1,216,463 | 290,376(7) | 8,110,202 | ||||||||||||||||
9/4/2012 | 350,468(8) | 18.02 | 9/3/2022 | |||||||||||||||||||||
Ms. McCollam | 3/12/2015 | 120,154(3) | 40.85 | 3/11/2025 | 39,000(4) | 1,089,270 | 17,954(5) | 501,455 | ||||||||||||||||
8/18/2014 | 47,311(3) | 94,623(3) | 29.91 | 8/17/2024 | 31,674(4) | 884,655 | 46,056(6) | 1,286,344 | ||||||||||||||||
4/16/2013 | 128,755(3) | 64,378(3) | 23.66 | 4/15/2023 | 22,400(4) | 625,632 | 89,603(7) | 2,502,612 | ||||||||||||||||
12/10/2012 | 383,142(3) | 12.39 | 12/9/2022 | |||||||||||||||||||||
Ms. Ballard | 3/12/2015 | 105,630(3) | 40.85 | 3/11/2025 | 34,286(4) | 957,608 | 15,783(5) | 440,819 | ||||||||||||||||
8/18/2014 | 28,036(3) | 14,018(3) | 29.91 | 8/17/2024 | 9,385(4) | 262,123 | 13,646(6) | 381,133 | ||||||||||||||||
4/16/2013 | 38,150(3) | 19,075(3) | 23.66 | 4/15/2023 | 6,637(4) | 185,372 | 26,549(7) | 741,514 | ||||||||||||||||
1/16/2013 | 11,084(3) | 14.67 | 1/15/2023 | |||||||||||||||||||||
9/19/2012 | 11,084(3) | 17.94 | 9/18/2022 | |||||||||||||||||||||
6/20/2012 | 11,084(3) | 20.31 | 6/19/2022 | |||||||||||||||||||||
4/18/2012 | 8,334(3) | 22.06 | 4/17/2022 | |||||||||||||||||||||
2/1/2012 | 11,250(9) | 3,750(9) | 24.18 | 1/31/2022 | 417(10) | 11,647 | ||||||||||||||||||
9/21/2011 | 15,000(9) | 24.12 | 9/20/2021 | |||||||||||||||||||||
6/20/2011 | 15,000(9) | 31.54 | 6/19/2021 | |||||||||||||||||||||
4/6/2011 | 20,000(9) | 29.75 | 4/5/2021 | |||||||||||||||||||||
1/12/2011 | 20,000(9) | 35.67 | 1/11/2021 | |||||||||||||||||||||
9/20/2010 | 20,000(9) | 38.32 | 9/19/2020 | |||||||||||||||||||||
6/23/2010 | 16,563(9) | 36.63 | 6/22/2020 | |||||||||||||||||||||
4/7/2010 | 16,563(9) | 44.20 | 4/6/2020 | |||||||||||||||||||||
1/13/2010 | 16,563(9) | 39.73 | 1/12/2020 | |||||||||||||||||||||
9/17/2009 | 16,563(9) | 37.59 | 9/16/2019 | |||||||||||||||||||||
6/23/2009 | 33,125(9) | 32.98 | 6/22/2019 | |||||||||||||||||||||
10/31/2008 | 66,250(9) | 26.88 | 10/30/2018 | |||||||||||||||||||||
10/18/2007 | 66,200(9) | 47.84 | 10/17/2017 | |||||||||||||||||||||
10/23/2006 | 66,200(9) | 55.46 | 10/22/2016 | |||||||||||||||||||||
Mr. Mohan | 3/12/2015 | 52,815(3) | 40.85 | 3/11/2025 | 15,783(4) | 440,819 | 7,892(5) | 220,424 | ||||||||||||||||
8/18/2014 | 20,443(3) | 40,886(3) | 29.91 | 8/17/2024 | 13,686(4) | 382,250 | 19,901(6) | 555,835 | ||||||||||||||||
3/12/2014 | 15,128(3) | 30,257(3) | 25.74 | 3/11/2024 | 10,527(4) | 294,019 | ||||||||||||||||||
4/16/2013 | 31,791(3) | 15,896(3) | 23.66 | 4/15/2023 | 5,531(4) | 154,481 | 22,124(7) | 617,923 | ||||||||||||||||
3/11/2013 | 19,970(3) | 35,330(3) | 20.08 | 3/10/2023 | 11,514(4) | 321,586 | ||||||||||||||||||
1/16/2013 | 1,330(3) | 14.67 | 1/15/2023 | |||||||||||||||||||||
9/19/2012 | 1,330(3) | 17.94 | 9/18/2022 | |||||||||||||||||||||
4/18/2012 | 3,000(3) | 22.06 | 4/17/2022 | |||||||||||||||||||||
2/1/2012 | 3,750(9) | 1,250(9) | 24.18 | 1/31/2022 | ||||||||||||||||||||
9/21/2011 | 5,000(9) | 24.12 | 9/20/2021 | |||||||||||||||||||||
6/20/2011 | 5,000(9) | 31.54 | 6/19/2021 | |||||||||||||||||||||
4/6/2011 | 5,000(9) | 29.75 | 4/5/2021 | |||||||||||||||||||||
1/12/2011 | 5,000(9) | 35.67 | 1/11/2021 | |||||||||||||||||||||
9/20/2010 | 5,000(9) | 38.32 | 9/19/2020 | |||||||||||||||||||||
6/23/2010 | 5,000(9) | 36.63 | 6/22/2020 | |||||||||||||||||||||
4/7/2010 | 6,250(9) | 44.20 | 4/6/2020 | |||||||||||||||||||||
1/13/2010 | 6,250(9) | 39.73 | 1/12/2020 | |||||||||||||||||||||
9/17/2009 | 6,250(9) | 37.59 | 9/16/2019 | |||||||||||||||||||||
6/23/2009 | 12,500(9) | 32.98 | 6/22/2019 | |||||||||||||||||||||
10/31/2008 | 18,333(9) | 26.88 | 10/30/2018 | |||||||||||||||||||||
8/5/2008 | 20,000(9) | 41.19 | 8/4/2018 | |||||||||||||||||||||
10/18/2007 | 4,878(9) | 47.84 | 10/17/2017 | |||||||||||||||||||||
10/23/2006 | 5,025(9) | 55.46 | 10/22/2016 | |||||||||||||||||||||
Option Awards | Stock Awards | |||||||||||||||||||||||
Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | |||||||||||||||
Mr. Nelsen | 3/12/2015 | 43,572(3) | 40.85 | 3/11/2025 | 14,143(4) | $ | 395,014 | 6,511(5) | $ | 181,852 | ||||||||||||||
8/18/2014 | 15,186(3) | 30,373(3) | 29.91 | 8/17/2024 | 10,167(4) | 283,964 | 14,783(6) | 412,889 | ||||||||||||||||
4/16/2013 | 41,328(3) | 20,665(3) | 23.66 | 4/15/2023 | 7,190(4) | 200,817 | 28,761(7) | 803,295 | ||||||||||||||||
1/16/2013 | 3,325(3) | 14.67 | 1/15/2023 | |||||||||||||||||||||
9/19/2012 | 3,325(3) | 17.94 | 9/18/2022 | |||||||||||||||||||||
2/1/2012 | 7,031(9) | 2,344(9) | 24.18 | 1/31/2022 | 261(10) | 7,290 | ||||||||||||||||||
9/21/2011 | 6,875(9) | 24.12 | 9/20/2021 | |||||||||||||||||||||
6/20/2011 | 9,375(9) | 31.54 | 6/19/2021 | |||||||||||||||||||||
4/6/2011 | 5,000(9) | 29.75 | 4/5/2021 | |||||||||||||||||||||
1/12/2011 | 5,000(9) | 35.67 | 1/11/2021 | |||||||||||||||||||||
9/20/2010 | 5,000(9) | 38.32 | 9/19/2020 | |||||||||||||||||||||
6/23/2010 | 5,000(9) | 36.63 | 6/22/2020 | |||||||||||||||||||||
4/7/2010 | 5,250(9) | 44.20 | 4/6/2020 | |||||||||||||||||||||
1/13/2010 | 5,250(9) | 39.73 | 1/12/2020 | |||||||||||||||||||||
9/17/2009 | 5,250(9) | 37.59 | 9/16/2019 | |||||||||||||||||||||
6/23/2009 | 10,500(9) | 32.98 | 6/22/2019 | |||||||||||||||||||||
10/31/2008 | 10,000(9) | 26.88 | 10/30/2018 | |||||||||||||||||||||
8/5/2008 | 20,000(9) | 41.19 | 8/4/2018 | |||||||||||||||||||||
10/18/2007 | 4,403(9) | 47.84 | 10/17/2017 | |||||||||||||||||||||
2/21/2007 | 13,000(9) | 50.39 | 2/20/2017 |
(1) | For a better understanding of the equity-based awards included in this table, we have provided the grant date of each award. |
(2) | These amounts were determined based on the closing price of Best Buy common stock on |
| | | | | | | | |||||
| | | | 67 | | | ![]() | | | 2024 Proxy Statement |
(3) |
The amount reflects time-based restricted shares or restricted stock units, including restricted shares or restricted stock units remaining from the original grant and any restricted shares or restricted stock units accrued as dividend equivalents, if applicable (as indicated in the table below), that vest over a three-year period at the rate of one-third per year, beginning one year from the grant date, provided the NEO has been continually employed with us through those dates. |
| Name | | | Grant Date | | | Unvested Restricted Shares or Restricted Stock Units | | | Accrued Dividend Equivalent Shares or Units | |
| Ms. Barry | | | 3/20/2023 | | | 70,396 | | | 2,594 | |
| 3/20/2022 | | | 36,005 | | | 3,592 | | |||
| Mr. Bilunas | | | 3/20/2023 | | | 19,199 | | | 709 | |
| 3/20/2022 | | | 8,184 | | | 818 | | |||
| 3/20/2021 | | | 2,821 | | | 338 | | |||
| Mr. Harmon | | | 3/20/2023 | | | 9,600 | | | 355 | |
| 3/20/2022 | | | 4,910 | | | 490 | | |||
| 3/20/2021(a) | | | 8,532 | | | 1,032 | | |||
| Mr. Hartman | | | 3/20/2023 | | | 9,600 | | | 355 | |
| 3/20/2022 | | | 4,910 | | | 490 | | |||
| Ms. Scarlett(b) | | | 3/20/2023 | | | 15,614 | | | 589 | |
| 3/20/2022 | | | 5,901 | | | 605 | |
(a) | Reflects two awards of time-based restricted shares having the same grant date. |
The number of unvested units for Ms. Scarlett is reflective of shares decremented to cover FICA taxes in December 2023. |
(4) | The amount reflects an outstanding fiscal 2024 performance share award assuming a threshold payout |
| Name | | | Grant Date | | | Outstanding Performance Share Awards – Assuming Threshold Payout | | | Accrued Dividend Equivalent Shares – Assuming Threshold Payout | |
| Ms. Barry | | | 3/20/2023 | | | 31,625 | | | 1,166 | |
| Mr. Bilunas | | | 3/20/2023 | | | 8,625 | | | 319 | |
| Mr. Harmon | | | 3/20/2023 | | | 4,313 | | | 160 | |
| Mr. Hartman | | | 3/20/2023 | | | 4,313 | | | 160 | |
| Ms. Scarlett | | | 3/20/2023 | | | 7,188 | | | 266 | |
The amount reflects an outstanding fiscal 2023 performance share award assuming a threshold payout |
| Name | | | Grant Date | | | Outstanding Performance Share Awards – Assuming Threshold Payout | | | Accrued Dividend Equivalent Shares – Assuming Threshold Payout | |
| Ms. Barry | | | 3/20/2022 | | | 24,416 | | | 2,436 | |
| Mr. Bilunas | | | 3/20/2022 | | | 5,549 | | | 556 | |
| Mr. Harmon | | | 3/20/2022 | | | 3,330 | | | 334 | |
| Mr. Hartman | | | 3/20/2022 | | | 3,330 | | | 334 | |
| Ms. Scarlett | | | 3/20/2022 | | | 4,107 | | | 413 | |
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![]() | | | 2024 Proxy Statement | | | 68 | | | | |
The amount reflects |
| Name | | | Grant Date | | | Fiscal Year in Which The Performance Condition Was Achieved | | | Unvested Restricted Shares or Restricted Stock Units | | | Accrued Dividend Equivalent Shares or Units | |
| Ms. Barry | | | 3/20/2021 | | | 2022 | | | 13,538 | | | 1,643 | |
| Mr. Bilunas | | | 3/20/2021 | | | 2022 | | | 2,821 | | | 338 | |
| Mr. Hartman | | | 3/20/2021 | | | 2022 | | | 2,116 | | | 256 | |
| Ms. Scarlett | | | 3/20/2021 | | | 2022 | | | 2,257 | | | 273 | |
The amount reflects |
| Name | | | Grant Date | | | Outstanding Performance Share Awards – Assuming Threshold Payout | | | Accrued Dividend Equivalent Shares – Assuming Threshold Payout | |
| Ms. Barry | | | 3/20/2021 | | | 18,147 | | | 2,209 | |
| Mr. Bilunas | | | 3/20/2021 | | | 3,781 | | | 463 | |
| Mr. Harmon | | | 3/20/2021 | | | 662 | | | 83 | |
| Mr. Hartman | | | 3/20/2021 | | | 2,836 | | | 348 | |
| Ms. Scarlett | | | 3/20/2021 | | | 3,025 | | | 370 | |
(8) | Ms. Scarlett met the age and service conditions for qualified retirement, as defined in our award agreements, in June 2023. The effect of qualified retirement on all of our outstanding equity awards is discussed in the Potential Payments Upon Termination of Change-of-Control section. |
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| | | | 69 | | | ![]() | | | 2024 Proxy Statement |
Option Awards | Stock Awards | ||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | |||||||||
Mr. Joly | — | $ | — | 499,688(3) | $ | 18,238,473 | |||||||
Ms. McCollam | — | — | 317,756(4) | 11,460,330 | |||||||||
Ms. Ballard | — | — | 60,203(5) | 2,143,230 | |||||||||
Mr. Mohan | 30,000(6) | 557,658 | 92,857(7) | 3,455,950 | |||||||||
Mr. Nelsen | 14,975(8) | 277,491 | 52,066(9) | 1,244,973 |
| Name | | | Option Awards | | | Stock Awards | | ||||||
| Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise(1) ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting(2) ($) | | |||
| Ms. Barry | | | 6,489(3) | | | $330,456 | | | 86,295(4) | | | $6,578,712 | |
| Mr. Bilunas | | | — | | | — | | | 22,506(5) | | | 1,720,786 | |
| Mr. Harmon | | | — | | | — | | | 16,848(6) | | | 1,307,541 | |
| Mr. Hartman | | | — | | | — | | | 12,451(7) | | | 949,274 | |
| Ms. Scarlett | | | 34,191(8) | | | 835,220 | | | 13,200(9) | | | 1,007,794 | |
(1) | Value based on market value of Best Buy common stock at the time of exercise, minus the exercise cost. |
(2) | Value based on the closing market price of Best Buy common stock on the vesting date. |
(3) | The amount |
(a) | |
(b) | on June 16, 2023, 3,246 stock options having a strike price of $27.66 auto-exercised when the market price of a share of Best Buy common stock was $79.79. |
The amount represents: |
(a) | the |
(b) | |
the shares |
(5) | The amount represents: |
(a) | the vesting of restricted shares granted under our LTI program: 4,226 shares that were granted on March 20, 2020, which vested on March 20, 2023; 6,042 shares that were granted on March 20, 2021, which vested on March 20, 2023; and 4,287 shares that were granted on March 20, 2022, which vested on March 20, 2023; and |
(b) | the shares (7,951) acquired upon the vesting and settlement of a |
(6) | The amount represents: |
(a) | the vesting of restricted shares granted under our LTI program: 3,288 shares that were granted on March 20, 2020, which vested on March 20, 2023; 9,126 shares that were granted on March 20, 2021, which vested on March 20, 2023; and 2,575 shares that were granted on March 20, 2022, which vested on March 20, 2023; and |
(b) | the shares (1,859) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2020, and was based on the compound annual growth rate of our enterprise revenue, as discussed under the section Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts. |
(7) | The amount represents: |
(a) | the vesting of restricted shares granted under our LTI program: 2,639 shares that were granted on March 20, 2020, which vested on March 20, 2023; 2,264 shares that were granted on March 20, 2021, which vested on March 20, 2023; and 2,575 shares that were granted on March 20, 2022, which vested on March 20, 2023; and |
(b) | the shares (4,973) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2020, and was based on the compound annual growth rate of our enterprise revenue, as discussed under the section Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts. |
(8) | On July 5, 2023, Ms. Scarlett exercised 4,191 stock options having a strike price of $51.65 and 30,000 stock options having a strike price of $57.60 when the market price of a share of Best Buy common stock was $81.4079 and $81.2835, respectively. |
(9) | The amount represents: |
(a) | the vesting of restricted shares granted under our LTI program: 2,639 shares that were granted on March 20, 2020, which vested on March 20, 2023; 2,415 shares that were granted on March 20, 2021, which vested on March 20, 2023; and 3,173 shares that were granted on March 20, 2022, which vested on March 20, 2023; and |
(b) | the shares (4,973) acquired upon the vesting and settlement of a performance share award that was granted on March 20, 2020, and was based on the compound annual growth rate of our enterprise revenue, as discussed under the section Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payouts. |
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Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings (Losses) in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | ||||||||||||||||
Mr. Joly | $ | 2,647,896 | (1) | $ | — | $ | 649,872 | (2) | $ | — | $ | 10,362,030 | (3) | ||||||||
Ms. McCollam | — | — | — | — | — | ||||||||||||||||
Ms. Ballard | — | — | (88,576 | ) | — | 1,752,142 | (4) | ||||||||||||||
Mr. Mohan | — | — | (5,413 | ) | — | 121,840 | (5) | ||||||||||||||
Mr. Nelsen | — | — | — | — | — |
| |||||
Investment | | | Rate of Return | | |
Fidelity VIP Balanced Service | 21.40% | | |||
| Vanguard VIF International | | | 14.65% | |
| PIMCO VIT Total Return Admin | | | ||
| Vanguard VIF Small Company Growth | | | 19.65% | |
| PIMCO VIT | | | ||
Vanguard VIF | | | |||
| Vanguard VIF Equity Index | | 26.11% | | |
NVIT Government Money Market | 4.80% | | |||
| Franklin | | | ||
T. Rowe Price Blue Chip Growth | | ||||
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| | | | 71 | | | ![]() | | | 2024 Proxy Statement |
| Name | | | Voluntary Termination for Good Reason | | | Involuntary Termination without Cause | | | Involuntary Termination — under Severance Plan(1) | | | Termination following Change-of-Control | |
| Ms. Barry | | | $2,699,803 | | | $2,699,803 | | | $2,699,803 | | | $9,871,904 | |
| Mr. Bilunas | | | — | | | — | | | 1,897,361 | | | — | |
| Mr. Harmon | | | — | | | — | | | 1,608,904 | | | — | |
| Mr. Hartman | | | — | | | — | | | 1,677,212 | | | — | |
| Ms. Scarlett | | | — | | | — | | | 1,979,298 | | | — | |
(1) | Pursuant to our severance plan, our NEOs are eligible for cash severance, as detailed above the table, if they are involuntarily terminated as a result of job elimination, reduction in force or business restructuring (or other circumstances at our discretion). |
| ||||||||
Event | | | Effect on Vested Stock Options(1) | | | Effect on Unvested Stock Options | | |
| Voluntary termination | | | Stock options granted under our LTI program are exercisable for a 60-day period following the termination date. | | | All stock options are forfeited. | |
Involuntary termination for | | | Not exercisable. | | | All stock options are forfeited. | | |
| Involuntary termination without Cause | | | Stock options granted under our LTI program are exercisable for a 60-day period following the termination date. | | | All stock options are forfeited. | |
| | | Stock options granted under our LTI program are exercisable for a 60-day period following the termination date. | | ||||
| All stock options vest 100%. | | ||||||
| Death or disability | | | Generally exercisable for a one-year period. | | | All stock options vest 100%. | |
| Qualified retirement | | | Generally exercisable for a one- to three-year period depending on the terms and conditions of the respective award agreement. | | Continue to vest according to their normal vesting terms. | |
(1) | Stock options may not be exercised after their expiration dates under any circumstance. |
(2) | |
For awards granted prior to fiscal 2015, this means involuntary termination without Cause or voluntary termination for Good Reason. Good Reason is usually deemed to exist if the Company makes a material adverse change to the |
Qualified Retirement is defined in our employment and award agreements as: retirement by an employee, including our NEOs, on or after their 60th birthday, so long as they have been employed with the Company continuously for at least the five-year period immediately preceding their retirement date. |
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| Name | | | Death or Disability | |
| | | $9,670,760 | | |
| Mr. Bilunas | | | 2,666,407 | |
| Mr. Harmon | | | 1,886,119 | |
| Mr. Hartman | | | 1,341,757 | |
| Ms. Scarlett(1) | | | 1,910,340 | |
(1) | Ms. Scarlett has met the age and service conditions for qualified retirement, | |||
| Event | | | Effect on Unearned Shares | | |
| -Death or disability | | | -Deemed earned on a | | |
| -Involuntary termination without -Qualified retirement | | | -Deemed earned on a | | |
| -Change-of-control | | | -Deemed earned based on the level of performance achieved or at target, whichever is greater, as of the date of the | | |
| -Termination following a change-of-control due | | | -A | |
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| | | 73 | | | ![]() | | | 2024 Proxy Statement |
| Name | | | Death or Disability | | | Involuntary Termination without Cause | | | Qualified Retirement | | | Change-of-Control(1) | |
| Ms. Barry | | | $3,735,720 | | | $3,735,720 | | | $— | | | $12,110,097 | |
| Mr. Bilunas | | | 858,176 | | | 858,176 | | | — | | | 2,920,347 | |
| Mr. Harmon | | | 355,829 | | | 355,829 | | | — | | | 1,344,406 | |
| Mr. Hartman | | | 540,399 | | | 540,399 | | | — | | | 1,713,546 | |
| Ms. Scarlett | | | 675,688 | | | 675,688 | | | 675,688 | | | 2,326,256 | |
(1) | |||
Name | Cash Payments | Performance Share Awards(1) | Total | |||||||||
Mr. Joly | $ | 2,406,970 | (2) | $ | 7,346,959 | $ | 9,753,929 | |||||
Ms. McCollam | 4,625,000 | (3) | 2,267,081 | 6,892,081 | ||||||||
Ms. Ballard | — | 671,718 | 671,718 | |||||||||
Mr. Mohan | — | 559,759 | 559,759 | |||||||||
Mr. Nelsen | — | 727,697 | 727,697 |
Name | Cash Payments | Performance Share Awards(1) | Total | |||||||||
Mr. Joly | $ | 2,406,970 | (2) | $ | 9,167,038 | $ | 11,574,008 | |||||
Ms. McCollam | 4,625,000 | (3) | 2,828,700 | 7,453,700 | ||||||||
Ms. Ballard | — | (4) | 838,121 | 838,121 | ||||||||
Mr. Mohan | — | (4) | 802,437 | 802,437 | ||||||||
Mr. Nelsen | — | (4) | 907,965 | 907,965 |
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Name | Cash Payments | Stock Options(2) | Time-Based Restricted Shares | Performance-Share Awards(3) | Total | |||||||||||||||
Mr. Joly | $ | 10,921,020 | (4) | $ | 356,344 | $ | — | $ | 15,255,321 | $ | 26,532,685 | |||||||||
Ms. McCollam | 6,911,967 | (4) | 274,894 | — | 4,690,052 | 11,876,913 | ||||||||||||||
Ms. Ballard | — | 95,513 | 11,647 | (5) | 1,974,116 | 2,081,276 | ||||||||||||||
Mr. Mohan | — | 416,167 | — | 1,589,435 | 2,005,602 | |||||||||||||||
Mr. Nelsen | — | 97,030 | 6,033 | (5) | 1,547,193 | 1,650,256 |
Name | Stock Options(1) | Time-Based Restricted Shares | Performance Share Awards(2) | Total | ||||||||||||
Mr. Joly | $ | 356,344 | $ | 3,874,729 | (3) | $ | 9,167,038 | $ | 13,398,111 | |||||||
Ms. McCollam | 274,894 | 1,973,925 | (3) | 2,828,700 | 5,077,519 | |||||||||||
Ms. Ballard | 95,513 | 1,231,378 | (4) | 838,121 | 2,165,012 | |||||||||||
Mr. Mohan | 416,167 | 1,155,073 | (3) | 802,437 | 2,373,677 | |||||||||||
Mr. Nelsen | 97,030 | 685,011 | (4) | 907,965 | 1,690,006 |
Annual Amount | |||
Annual retainer | $ | 80,000 | |
Lead independent director stipend* | 25,000 | ||
Annual committee chair retainer - Audit | 25,000 | ||
Annual committee chair retainer - Compensation & Human Resources | 20,000 | ||
Annual committee chair retainer - Nominating | 15,000 | ||
Annual committee chair retainer - Finance and Investment Policy | 10,000 |
| | | Annual Amount | | |
| Annual retainer | | | $100,000 | |
| Non-executive chair retainer | | | 65,000(1) | |
| Annual committee chair retainer - Audit | | | 25,000 | |
| Annual committee chair retainer - Compensation & Human Resources | | | 20,000 | |
| Annual committee chair retainer - Nominating, Corporate Governance and Public Policy | | | 20,000 | |
| Annual committee chair retainer - Finance and Investment Policy | | | 20,000 | |
(1) | The Compensation Committee and Board approved an additional $200,000 in compensation for the non-executive chair, approximately one-third of which is in the form of a cash stipend (as reflected here) and two-thirds of which is in the form of equity (as discussed below). |
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| | | | 75 | | | ![]() | | | 2024 Proxy Statement |
Fiscal 2016 Amount | Change for Fiscal 2017 | ||||
Annual retainer | $ | 80,000 | Increase by $5,000 | ||
Lead independent director stipend | 25,000 | No change | |||
Annual committee chair retainer - Audit | 25,000 | No change | |||
Annual committee chair retainer - Compensation & Human Resources | 20,000 | No change | |||
Annual committee chair retainer - Nominating | 15,000 | No change | |||
Annual committee chair retainer - Finance and Investment Policy | 10,000 | No change | |||
Annual equity award | 185,000 | Increase by $5,000 |
Name(1) | Fees Earned or Paid In Cash | Stock Awards(2) | Option Awards(3) | All Other Compensation(4) | Total | |||||||||||||||
Bradbury H. Anderson* | $ | 80,000 | $ | 180,293 | $ | — | $ | — | $ | 260,293 | ||||||||||
Lisa M. Caputo | 80,000 | 180,293 | — | — | 260,293 | |||||||||||||||
J. Patrick Doyle | 80,000 | 180,293 | — | — | 260,293 | |||||||||||||||
Russell P. Fradin(5) | 116,209 | 180,293 | — | — | 296,502 | |||||||||||||||
Kathy J. Higgins Victor(6) | 95,000 | 180,293 | — | — | 275,293 | |||||||||||||||
David W. Kenny(7) | 96,209 | 180,293 | — | — | 276,502 | |||||||||||||||
Sanjay Khosla(8) | 28,352 | — | — | 8,541 | 36,893 | |||||||||||||||
Allen U. Lenzmeier(9) | 28,352 | — | — | 8,541 | 36,893 | |||||||||||||||
Karen L. McLoughlin(10) | 30,549 | 128,770 | 159,319 | |||||||||||||||||
Thomas L. Millner | 80,000 | 180,293 | — | — | 260,293 | |||||||||||||||
Hatim A. Tyabji(11) | 65,563 | — | — | 17,083 | 82,646 | |||||||||||||||
Gérard R. Vittecoq(12) | 90,000 | 180,293 | — | — | 270,293 |
| Name(1) | | | Fees Earned or Paid In Cash | | | Stock Awards(2) | | | All Other Compensation(3) | | | Total | |
| Lisa M. Caputo(4) | | | $120,000 | | | $195,049 | | | $— | | | $315,049 | |
| J. Patrick Doyle(5)* | | | 165,000 | | | 330,012 | | | — | | | 495,012 | |
| David W. Kenny(6) | | | 120,000 | | | 195,049 | | | — | | | 315,049 | |
| David C. Kimbell(7) | | | 50,549 | | | 195,064 | | | — | | | 245,613 | |
| Mario J. Marte(8) | | | 115,659 | | | 195,049 | | | — | | | 310,708 | |
| Karen L. McLoughlin(9) | | | 120,000 | | | 195,049 | | | — | | | 315,049 | |
| Thomas L. Millner(10) | | | 46,978 | | | — | | | 14,815 | | | 61,793 | |
| Claudia F. Munce | | | 100,000 | | | 195,049 | | | — | | | 295,049 | |
| Richelle P. Parham | | | 100,000 | | | 195,049 | | | — | | | 295,049 | |
| Steven E. Rendle | | | 100,000 | | | 195,049 | | | — | | | 295,049 | |
| Sima D. Sistani(11) | | | 84,066 | | | 243,807 | | | — | | | 327,873 | |
| Melinda D. Whittington(12) | | | 84,066 | | | 243,807 | | | — | | | 327,873 | |
| Eugene A. Woods* | | | 100,000 | | | 195,049 | | | — | | | 295,049 | |
* | Indicates a director who is not standing for re-election at the Meeting. |
(1) |
(2) | The amounts in this column reflect the aggregate grant date fair value for restricted stock units granted to our non-management directors during fiscal |
Pursuant to the terms of the restricted stock units granted to |
Ms. |
(5) | Mr. Doyle serves as our non-executive chair. |
Mr. Kenny is chair of the Compensation Committee. |
(7) | Mr. Kimbell was appointed to the Board on July 28, 2023. |
(8) | Mr. Marte became the chair of the Audit Committee on June |
(9) |
Ms. McLoughlin |
(10) | Mr. Millner’s Board service ended on June 14, 2023, at the conclusion of our 2023 Regular Meeting of Shareholders. He was also chair of the Audit Committee through that date. |
(11) | Ms. Sistani was appointed to the Board on March 28, 2023. |
(12) | Ms. Whittington was appointed to the Board on March 28, 2023. |
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| | | | 77 | | | ![]() | | | 2024 Proxy Statement |
| Plan Category | | | Securities to Be Issued Upon Exercise of Outstanding Options and Rights(1) | | | Weighted Average Exercise Price per Share of Outstanding Options and Rights(2) | | | Securities Available for Future Issuance Under Equity Compensation Plans(3) | |
| Equity compensation plans approved by security holders | | | 1,985,188 | | | $59.71 | | | 16,209,866 | |
| Equity compensation plans not approved by security holders | | | — | | | — | | | — | |
| Total | | | 1,985,188 | | | 59.71 | | | 16,209,866 | |
(1) | Includes grants of stock options and restricted stock units (which may be market-based, performance-based or time-based) awarded under our Best Buy Co., Inc. 2020 Omnibus Incentive Plan. |
(2) | Includes weighted-average exercise price of outstanding stock options only. |
(3) | Excludes securities to be issued upon exercise of outstanding options and rights. Includes 3,229,087 shares of our common stock which have been reserved for issuance under our 2008 and 2003 Employee Stock Purchase Plans. |
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![]() | | | 2024 Proxy Statement | | | 78 | | | | |
TABLE OF BUSINESS NO. 3 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATIONCONTENTS
| Fiscal Year | | | Summary Compensation Table Total to PEO(1) | | | Compensation Actually Paid to PEO(1)(2) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(3) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (in millions)(6) | | | Company- Selected Measure: Compensable Enterprise Operating Income (in millions)(7) | | |||
| Company Total Shareholder Return(4) | | | Peer Group Total Shareholder Return(5) | | |||||||||||||||||||||
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | |
| 2024* | | | $14,443,881 | | | $9,236,657 | | | $3,906,497 | | | $2,769,085 | | | $103.47 | | | $162.21 | | | $1,241 | | | $1,789 | |
| 2023 | | | 12,837,677 | | | 3,250,029 | | | 2,924,691 | | | 790,759 | | | 110.85 | | | 125.62 | | | 1,419 | | | 2,033 | |
| 2022 | | | 15,631,157 | | | 8,689,258 | | | 5,262,751 | | | 3,645,543 | | | 121.58 | | | 153.61 | | | 2,454 | | | 3,102 | |
| 2021 | | | 12,033,503 | | | 32,672,565 | | | 4,581,159 | | | 10,201,286 | | | 132.06 | | | 141.39 | | | 1,798 | | | 2,391 | |
* | There were 53 weeks in fiscal year 2024 as compared to 52 weeks in each of the three preceding fiscal years. |
(1) | The PEO reflected in columns (b) and (c) was Ms. Barry for each of the fiscal years shown. For fiscal year 2024, see the Summary Compensation Table in this Proxy Statement. |
(2) | To calculate CAP, the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation for fiscal year 2024 for Ms. Barry as well as for our non-PEO NEOs in accordance with the requirements of Item 402(v)(2)(iii): |
| Adjustments(x) | | | Fiscal Year 2024 | | |||
| PEO | | | Avg. Non- PEO NEOs | | |||
| Summary Compensation Table Total | | | $14,443,881 | | | $3,906,497 | |
| Deduct amounts reported in the Stock Awards and Option Awards column of Summary Compensation Table(y) | | | (10,999,540) | | | (2,124,949) | |
| Add fair value(z) of current year equity awards at end of current fiscal year | | | 10,175,618 | | | 1,958,685 | |
| Add change in fair value(z) of prior years' equity awards that remained unvested at end of current fiscal year | | | (2,099,376) | | | (368,498) | |
| Add change in fair value(z) of prior years' equity awards that vested during current fiscal year | | | (2,283,926) | | | (602,650) | |
| Deduct fair value(z) of prior years’ equity awards that failed to meet the applicable vesting conditions during the current fiscal year | | | — | | | — | |
| CAP Total | | | $9,236,657 | | | $2,769,085 | |
(x) | All applicable adjustments are listed herein. Regarding those items referenced in Item 402(v) that are not reflected: (1) no equity awards were granted during fiscal year 2024 that vested within the same fiscal year; (2) dividend equivalent share accruals and vestings are not broken out separately as they are included in the fair value of the equity award to which they apply; (3) no equity awards were modified during fiscal year 2024; and (4) the company does not offer pension plans to U.S.-based employees. |
(y) | Reflects the grant date fair value of equity-based awards as discussed in the Summary Compensation Table and the Grants of Plan-Based Awards sections. |
(z) | Reflects the measurement date fair value of equity-based awards, measured in accordance with ASC Topic 718 and in accordance with the SEC’s methodology for determining CAP. The valuation methods and underlying assumptions are consistent with those disclosed in our financial statements as of the grant date for each award, including awards subject to performance conditions which are valued at the probable outcome of the award at each measurement date, and are further described in Note 1, Summary of Significant Accounting Policies, and Note 9 – Shareholders’ Equity to our financial statements for the fiscal year ended February 3, 2024, included in the Company’s Annual Report on Form 10-K. |
(3) | The non-PEO NEOs reflected in columns (d) and (e) represent the following individuals for each of the fiscal years shown: 2024 – Mr. Bilunas, Mr. Harmon, Mr. Hartman, and Ms. Scarlett; 2023 – Mr. Bilunas, Mr. Hartman, Ms. Scarlett, and Mr. Tilzer; 2022 – Mr. Bilunas, Mr. Bonfig, Mr. Harmon, and Ms. Scarlett; and 2021 – Mr. Bilunas, Mr. Hartman, Mr. Mohan, Ms. Scarlett, and Mr. Saksena, collectively, our non-PEO NEOs for each covered year as reported in the “Total” column of the Summary Compensation Table in this and prior years’ proxy statements. |
(4) | Total shareholder return as calculated based on a fixed investment of $100 in our Common Stock measured from the market close on January 31, 2020, (the last trading day of our fiscal 2020) through and including the end of the fiscal year for each year reported in the table. |
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(5) | Total shareholder return as calculated based on a fixed investment of $100 in the Standard & Poor (S&P) 500 Consumer Discretionary Distribution & Retail Index, formerly called the S&P 500 Retailing Group Industry Index (the“S&P 500 Retailing Group”), which is the peer group used for this Pay versus Performance analysis and of which the Company is a component, measured from the market close on January 31, 2020, (the last trading day of our fiscal 2020) through and including the end of the fiscal year for each year reported in the table. |
(6) | As reported in the Annual Report for Form 10-K for the fiscal year ended February 3, 2024, these amounts reflect “Net Earnings” of the Company. |
(7) | For purposes of Item 402(v)(2)(iii), we have identified Compensable Enterprise Operating Income for the Company-selected measure reflected in column (i), which is based on non-GAAP operating income from continuing operations, adjusted as described in the Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive section of the proxy statement for each fiscal year shown. Although Compensable Enterprise Operating Income is one important financial performance measure, among others, that the Compensation Committee considers when making executive compensation decisions with the intent of aligning compensation with Company performance and has been selected as the primary performance metric under our Short-Term Incentive Plan, the Compensation Committee has not historically and does not currently evaluate CAP as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Compensation Committee does not actually use any financial performance measure specifically to link executive CAP to Company performance. |
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| Most Important Performance Measures | | |||
| • | | | Compensable Enterprise Operating Income | |
| • | | | Compensable Enterprise Revenue | |
| • | | | Relative TSR | |
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• | Best Buy has a policy that requires shareholder ratification of new cash severance benefits to executive officers that exceed 2.99 times base salary and target bonus. |
• | Both our longstanding, publicly available severance plan and our CEO’s employment agreement already limit cash severance payments to an amount below 2.99 times base salary and target bonus in nearly all cases. In addition to the policy discussed above, Best Buy already has a market-appropriate severance plan that pays executive officers a lump sum cash payment equal to two times salary, plus other specified benefits, in the event of certain involuntary terminations, such as job elimination or reduction in force, unless the executive would receive different benefits under an employment agreement or another plan. The severance plan notably does not seek to replace any bonus payments and would therefore never approach the 2.99 times base salary plus target bonus limitation. Only our CEO has an employment agreement. The agreement entitles her to enhanced severance pay for a qualifying termination within one year following a change-of-control equal to two times the sum of base salary plus target bonus and a pro rata annual bonus payment. Under this agreement the severance amount would only exceed the threshold if favorable performance drove the pro-rated final bonus amount above a full year’s salary plus target bonus. This would only occur with the achievement of exceptionally strong financial performance for our shareholders. |
• | Implementing the proposal could distract and discourage executives from maximizing shareholder value, particularly during a period of uncertainty such as before a potential change-of-control or during a major restructuring effort. Rigid procedural requirements, such as the shareholder approval requirement, can distract and discourage our executives as they carry out their duties to maximize shareholder value. Furthermore, holding special shareholder meetings to implement the proposal for qualifying terminations would be costly and time-consuming, resulting in an unnecessary use of resources. Our equity award agreements provide for accelerated vesting only in cases of death, disability and double-trigger change-of-control events (i.e., upon a change-of-control followed by the termination of the executive’s employment). The only circumstances in which cash severance payments would be combined with accelerated vesting of equity awards are double-trigger change-of-control events. Permitting equity payouts in a double-trigger change-of-control circumstance encourages our executive officers to remain with the Company through a period of uncertainty and continue to work to maximize shareholder value. The Board and the Compensation Committee believe that our existing severance arrangements more appropriately limit severance benefits than the proposal while incentivizing our executives to serve the best interests of our shareholders. |
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| | By Order of the Board of Directors | | ||
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| | | Todd G. Hartman | | |
| | | Secretary | |
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| | | Fiscal Year 2024 | | |
| Operating income | | | $1,574 | |
| % of revenue | | | 3.6% | |
| Restructuring charges(1) | | | 153 | |
| Intangible asset amortization(2) | | | 61 | |
| Non-GAAP operating income | | | $1,788 | |
| % of revenue | | | 4.1% | |
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| Diluted EPS | | | $5.68 | |
| Restructuring charges(1) | | | 0.70 | |
| Intangible asset amortization(2) | | | 0.28 | |
| Gain on sale of subsidiary, net(3) | | | (0.10) | |
| Loss on investments | | | 0.05 | |
| Income tax impact of non-GAAP adjustments(4) | | | (0.24) | |
| Non-GAAP diluted EPS | | | $6.37 | |
(1) | Represents restructuring charges primarily related to the Fiscal 2024 Restructuring Initiative and subsequent adjustments from higher-than-expected employee retention related to the Fiscal 2023 Resource Optimization Initiative. |
(2) | Represents the non-cash amortization of definite-lived intangible assets associated with acquisitions, including customer relationships, tradenames and developed technology. |
(3) | Represents the gain on sale of a Mexico subsidiary subsequent to our exit from operations in Mexico. |
(4) | The non-GAAP adjustments primarily relate to the U.S. As such, the income tax charge on the U.S. non-GAAP adjustments is calculated using the U.S. statutory tax rate of 24.5%. |
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